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Prospectus
Dated: August 28, 2025
100% Book Building Offer
Please read Section 26 and 32 of Companies Act, 2013
ANONDITA MEDICARE LIMITED
Please scan this QR
Code to view the CIN: U22193DL2024PLC428183
Prospectus
REGISTERED OFFICE CORPORATE CONTACT PERSON EMAIL & TELEPHONE WEBSITE
OFFICE
Flat No.704 Narmada Block,
D-001, Sector 80, Gautam Ms. Nutan Agrawal
N6, Sec-D, Pkt-6 Vasant info@anonditamedicare.com &
Budh Nagar, Noida, Uttar Company Secretary & www.anonditamedicare.com
Kunj, New Delhi, India- 0120-4520300/+91 7678182056
Pradesh 201301. Compliance Officer
110070.
NAME OF THE PROMOTERS OF THE COMPANY
MR. ANUPAM GHOSH, MRS. SONIA GHOSH AND MR. RESHANT GHOSH
DETAILS OF OFFER TO PUBLIC, PROMOTERS/ SELLING SHAREHOLDERS
Fresh Issue Size OFS* Size Total Issue Size
Type Eligibility & Share Reservation among NII & RII
(by No. of shares) (by No. of shares) (by No. of shares)
Up to 47,93,000 Equity Up to 47,93,000 Equity The Offer is being made pursuant to Regulation 229(2) of
Shares of the Face Shares of the Face Value SEBI (ICDR) Regulations, being post issue face value capital
Fresh Issue Value of Rs. 10/- each NIL of Rs. 10/- each is more than ten crore rupees and upto twenty five crore
aggregating to Rs aggregating to Rs rupees. For details of Share reservation among QIBs, NIIs
6949.85 Lakhs 6949.85 Lakhs and RIIs, see “Issue Structure” beginning on page 326.
*OFS: Offer for Sale
Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto maximum of 10 shareholders)
No. of shares offered/
Name Type WACA in Rs. Per Equity Shares
Amount in Rs.
NA
P: Promoter, PG: Promoter Group, OSS: Other Selling Shareholders, WACA: Weighted Average Cost of Acquisition on fully diluted basis
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares The face value of our Equity Shares is ₹10 each and the Floor Price
and Cap Price are 13.70 times and 14.50 times of the face value of the Equity Shares, respectively. The Floor Price, Cap Price and Issue Price (determined and justified by our
Company in consultation with the Book Running Lead Manager as stated in “Basis for Issue Price” on page 118 of this Prospectus) should not be taken to be indicative of the
market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the
price at which the Equity Shares will be traded after listing.
GENERAL RISK
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 entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision,
investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued 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 Prospectus. Specific attention of the investors
is invited to the section “Risk Factors” beginning on page 28 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the
Issue which is material in the context of this Issue, that the information contained in this 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 make this 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 Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited in terms of
the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated June 17, 2025 from National Stock
Exchange of India Limited for using its name in the Prospectus for listing of our shares on the Emerge Platform of National Stock Exchange of India Limited. For the purpose
of this Issue, National Stock Exchange of India Limited shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
NARNOLIA FINANCIAL SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED
Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata, West Address: 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura,
Bengal- 700020, India Delhi - 110034, India
Telephone: 033-40501500 Telephone: 011-45121795
Email: ipo@narnolia.com Email: ipo@maashitla.com
Website: www.narnolia.com Website: www.maashitla.com
Contact Person: Mr. Rajveer Singh Contact Person: Mr. Mukul Agrawal
SEBI Registration Number: INM000010791 SEBI Registration Number: INR000004370
CIN: U51909WB1995PLC072876 CIN: U67100DL2010PTC208725
BID/ISSUE PERIOD
Anchor Bid opens on: * August 21, 2025
Bid/ Issue open on: August 22, 2025
Bid/ Issue Closes on: August 26, 2025
*Our Company, in consultation with the BRLM have consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue
Period shall be one Working Day prior to the Bid/Issue Opening Date.Prospectus
Dated: August 28, 2025
100% Book Building Offer
Please read Section 26 and 32 of Companies Act, 2013
ANONDITA MEDICARE LIMITED
Our Company was incorporated as a public limited company with the name of “Anondita Medicare Limited” under the Companies Act, 2013 vide certificate of incorporation dated March 12, 2024, issued
by Registrar of Companies, Central Registration Centre, bearing CIN U22193DL2024PLC428183. Prior to this, the business of the company was run by our current promoter, Mr. Anupam Ghosh, as a
sole proprietorship under the name of M/s Anondita Healthcare. Further, the entire business of M/s Anondita Healthcare, including all assets and liabilities, was transferred to our company, Anondita
Medicare Limited, vide Business Transfer Agreement dated April 01, 2024. For further details, please refer to the chapter titled, “Our History and Certain Other Corporate Matters” beginning on page 201
of this Prospectus.
Registered Office: Flat No.704 Narmada Block, N6, Sec-D, Pkt-6 Vasant Kunj, New Delhi, India-110070.
Corporate Office: D-001, Sector 80 Gautam Budh Nagar, Noida, Uttar Pradesh 201301.
Tel: 0120-4520300, Fax: N.A., Website: www.anonditamedicare.com, E-mail: info@anonditamedicare.com
Company Secretary and Compliance Officer: Ms. Nutan Agrawal
OUR PROMOTERS: MR. ANUPAM GHOSH, MRS. SONIA GHOSH AND MR. RESHANT GHOSH
THE ISSUE
INITIAL PUBLIC OFFERING UP TO 47,93,000 EQUITY SHARES OF RS. 10/- EACH (“EQUITY SHARES”) OF ANONDITA MEDICARE LIMITED (“ANONDITA” OR “AML”
OR THE “COMPANY”) FOR CASH AT A PRICE OF RS. 145/- PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 6949.85 LAKHS (“THE ISSUE”). OUT OF
THE ISSUE, 2,70,000 EQUITY SHARES AGGREGATING TO RS. 391.50 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER
RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 45,23,000 EQUITY SHARES OF FACE VALUE OF RS. 10/-
EACH AT AN ISSUE PRICE OF RS. 145/- PER EQUITY SHARE AGGREGATING TO RS. 6558.35 LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE
AND THE NET ISSUE WILL CONSTITUTE 26.50 % AND 25.01 %, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS RS.10/- EACH AND THE FLOOR PRICE AND CAP PRICE ARE 13.70 TIMES AND 14.50 TIMES
OF THE FACE VALUE OF THE EQUITY SHARES, RESPECTIVELY.
The price band and the minimum bid lot will be decided by our company, in consultation with the book running lead manager and will be advertised in all editions of Financial Express (which are
widely circulated English daily newspaper) and all editions of Jansatta (which are widely circulated Hindi daily newspaper, Hindi being the regional language of New Delhi, where our registered
office is located), at least two working days prior to the bid/ offer opening date and shall be made available to national stock exchange of India limited (“NSE”, “stock exchange”) for the
purpose of uploading on their respective website.
This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229 of the
SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate
basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLM may allocate up to 60.00% of the QIB Portion to Anchor Investors
on a discretionary basis (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic
Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion,
the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (“Net QIB Portion”). Further, 5.00% of the Net QIB Portion shall be available for allocation on
a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity Shares available for
allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15.00% of the Net Offer shall be available for
allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Net Offer shall be available for allocation to Individual Investors in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received from them at or above the Issue Price. All Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the
Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be
blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate
in the Offer through the ASBA process. For details, see “Issue Procedure” on page 313.
RISKS IN RELATION TO FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10. The Issue Price, Floor Price
or the Price band as stated under the chapter titled “Basis for the Issue Price” beginning on page 118 of this 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 our
Company and this Issue, including the risks involved. The Equity Shares 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 Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 28 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue which
is material in the context of this Issue, that the information contained in this Red Herring 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 make this Red Herring 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 Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited in terms of the Chapter
IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated June 17,2025 from National Stock Exchange of India Limited for using
its name in the Prospectus for listing of our shares on the Emerge Platform of National Stock Exchange of India Limited. For the purpose of this Issue, National Stock Exchange of India Limited
shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTAR TO THE ISSUE
NARNOLIA FINANCIAL SERVICES LIMITED
Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata, West MAASHITLA SECURITIES PRIVATE LIMITED
Bengal- 700020, India Address: 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi
Telephone: 033-40501500 - 110034, India
Email: ipo@narnolia.com Telephone: 011-45121795
Website: www.narnolia.com Email: ipo@maashitla.com
Contact Person: Mr. Rajveer Singh Website: www.maashitla.com
SEBI Registration Number: INM000010791 Contact Person: Mr. Mukul Agrawal
CIN: U51909WB1995PLC072876 SEBI Registration Number: INR000004370
CIN: U67100DL2010PTC208725
BID/ISSUE PERIOD
Anchor Bid opens on: * August 21, 2025
Bid/ Issue open on: August 22, 2025
Bid/ Issue Closes on: August 26, 2025
*Our Company in consultation with the BRLMs have considered participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor
Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.THIS PAGE HAS BEEN LEFT BLANK PURSUANT TO SCHEDULE VI OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.CONTENTS
Table of Contents
SECTION I – GENERAL ............................................................................................................................................................................ 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 2
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ................................................... 16
FORWARD LOOKING STATEMENTS .......................................................................................................... 18
SECTION II - SUMMARY OF OFFER DOCUMENTS ........................................................................................................................ 20
SECTION III: RISK FACTORS ...................................................................................................................................................... 28
SECTION IV- INTRODUCTION .................................................................................................................................................... 61
THE ISSUE .......................................................................................................................................................... 61
SUMMARY OF OUR FINANCIAL INFORMATION .................................................................................... 63
GENERAL INFORMATION ............................................................................................................................. 71
CAPITAL STRUCTURE .................................................................................................................................... 80
OBJECTS OF THE ISSUE ................................................................................................................................. 98
BASIS FOR ISSUE PRICE ............................................................................................................................... 118
STATEMENT OF TAX BENEFITS ................................................................................................................ 130
SECTION V – ABOUT THE COMPANY.............................................................................................................................................. 133
INDUSTRY OVERVIEW ................................................................................................................................. 133
OUR BUSINESS ................................................................................................................................................ 159
KEY INDUSTRY REGULATIONS AND POLICIES ................................................................................... 187
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ...................................................... 201
OUR MANAGEMENT ..................................................................................................................................... 207
OUR PROMOTERS .......................................................................................................................................... 227
OUR PROMOTER GROUP ............................................................................................................................. 233
OUR SUBSIDIARIES ....................................................................................................................................... 234
OUR GROUP ENTITIES ................................................................................................................................. 237
RELATED PARTY TRANSACTION ............................................................................................................. 245
DIVIDEND POLICY ......................................................................................................................................... 246
SECTION VI – FINANCIAL INFORMATION .................................................................................................................................... 247
FINANCIAL STATEMENTS AS RESTATED .............................................................................................. 247
OTHER FINANCIAL INFORMATION ......................................................................................................... 248
MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION ............................................................................................................................................... 249
FINANCIAL INDEBTEDNESS ....................................................................................................................... 275
SECTION VII – LEGAL AND OTHER INFORMATION .................................................................................................................. 278
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................... 278
GOVERNMENT AND OTHER APPROVALS .............................................................................................. 287
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 291
SECTION VIII – ISSUE INFORMATION ............................................................................................................................................ 304
TERMS OF THE ISSUE ................................................................................................................................... 304
ISSUE PROCEDURE ........................................................................................................................................ 313
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 347
ISSUE STRUCTURE ........................................................................................................................................ 348
SECTION IX - MAIN PROVISION OF ARTICLE OF ASSOCIATION........................................................................................... 353
SECTION X- OTHER INFORMATION................................................................................................................................................ 410
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 410
SECTION XI - DECLARATION ............................................................................................................................................................ 411
Page 1 of 390SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates, requires or implies, the following terms shall have the following
meanings in this Prospectus. References to statutes, rules, regulations, guidelines and policies will be deemed
to include all amendments, modifications or re-enactments notified thereto.
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Industry Regulations and Policies”, “Financial Statements”,
“Outstanding Litigation and Other Material Developments”, will have the meaning ascribed to such terms in
these respective sections.
In case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document (as defined below), the definitions given below shall prevail.
The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to
such terms under the Companies Act, the Securities and Exchange Board of India Act, 1992 (“SEBI Act”), the
SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made thereunder, as
applicable.
General Terms
Term Description
“Anondita Medicare
Limited” or “AML” Unless the context otherwise requires, refers to Anondita Medicare Limited, a
or “Anondita”, “We” company incorporated under the Companies Act, 2013, vide Corporate Identification
or “us” or “the Number U22193DL2024PLC428183 and having registered office at Flat No.704
Issuer” or “the/our Narmada Block, N6, Sec-D, Pkt-6 Vasant Kunj, New Delhi, India-110070.
Company”
“you”, “your”, or
Prospective Investor in this issue.
“yours”
Company Related Terms
Terms Description
Articles / Articles of Unless the context otherwise requires, refers to the Articles of Association of
Association Anondita Medicare Limited, as amended from time to time.
A body corporate in which any other company has a significant influence, but which
Associate Companies is not a subsidiary of the company having such influence and includes a joint venture
company.
The committee of the Board of Directors constituted as the Company’s Audit
Committee is in accordance with Section 177 of the Companies Act, 2013 and rules
Audit Committee
made thereunder and disclosed as such in the chapter titled “Our Management” on
page 207 of this Prospectus.
The Statutory Auditors of our Company, namely M/s Jain Chopra & Company,
Auditors/ Statutory
Chartered Accountants having firm registration number 002198N and peer review
Auditors
certificate number 015091.
Board of Directors /
Board of directors of our Company or a duly constituted committee thereof.
Board/ Director(s)
Business Takeover Agreement dated April 01, 2024 between Mr. Anupam Ghosh, proprietor of M/s
Page 2 of 390Terms Description
Agreement Anondita Healthcare and our company, Anondita Medicare Limited.
It’s an initiative of the Ministry of Corporate Affairs (MCA) in Government Process
Re-engineering (GPR) with the specific objective of providing speedy
Central Registration
incorporation related services in line with global best practices. For more details,
Centre (CRC)
please refer
http://www.mca.gov.in/MinistryV2/central+registration+centre+content+page.html
Companies Act The Companies Act, 2013.
Chief Financial Officer The Chief Financial Officer of our Company being Mrs. Sunita Naithani.
Company Secretary
The Company Secretary and Compliance Officer of our Company being Ms. Nutan
and Compliance
Agrawal.
Officer
The corporate office of our Company situated at D-001, Sector 80, Gautam Budh
Corporate Office
Nagar, Noida, Uttar Pradesh 201301.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Director(s) Director(s) on our Board, unless otherwise specified.
Equity Shares of our Company of Face Value of Rs.10/- each unless otherwise
Equity Shares
specified in the context thereof.
Equity Shareholders Persons holding equity shares of our Company.
In terms of SEBI ICDR Regulations, the term “Group Companies” includes
companies (other than promoters and subsidiary) with which there were related party
transactions as disclosed in the Restated Financial Statements as covered under the
Group Companies
applicable accounting standards, and any other companies as considered material by
our Board, in accordance with the Materiality Policy, as described in “Our Group
Companies” on page 237 of this Prospectus.
HUF Hindu Undivided Family.
A Non- executive, Independent Director as per the Companies Act, 2013 and the
Independent Directors
Listing Regulations.
Indian GAAP Generally Accepted Accounting Principles in India.
The IPO committee of our Board constituted pursuant to the resolution adopted by
IPO Committee
our Board on October 14, 2024 to facilitate the process of the Offer.
ISIN International Securities Identification Number, in this case being INE0VTV01012.
Key Managerial Key Management Personnel of our Company in terms of the SEBI Regulations and
Personnel / Key the Companies Act, 2013. For details, see section entitled “Our Management” on
Managerial Employees page 207 of this Prospectus.
Legal Advisors to the
The Legal Advisors being, Singhania and Co. LLP, Gurugram, Haryana, India.
Issue
The policy adopted by our Board in its meeting dated August 18, 2024 for
identification of group companies, material outstanding litigation and outstanding
Materiality Policy
dues to material creditors, in accordance with the disclosure requirements under the
SEBI ICDR Regulations.
MOA / Memorandum /
Memorandum of Memorandum of Association of Anondita Medicare Limited.
Association
Non-Residents A person resident outside India, as defined under FEMA.
Nomination and The committee of the Board of Directors constituted as the Company’s Nomination
Page 3 of 390Terms Description
Remuneration and Remuneration Committee is in accordance with Section 178 of the Companies
Committee Act, 2013 and rules made thereunder and disclosed as such in the chapter titled “Our
Management” on page 207 of this Prospectus.
Non-Executive
Non-executive non-independent director of our Company.
Director
A person resident outside India, as defined under FEMA Regulation and who is a
NRIs / Non-Resident citizen of India or a Person of Indian Origin under Foreign Exchange Management
Indians (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000
as amended from time to time.
Statutory Auditor having a valid Peer Review certificate in our case being M/s Jain
Peer Review Auditor Chopra & Company, Chartered Accountants (FRN: 002198N) having their office at
1960, First Floor, Outram Line, GTB Nagar, Delhi 110009.
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
Person or Persons Company, joint venture, or trust or any other entity or organization validity
constituted and/or incorporated in the jurisdiction in which it exists and operates, as
the context requires.
Promoters or Our
Mr. Anupam Ghosh, Mrs. Sonia Ghosh and Mr. Reshant Ghosh.
Promoters
The companies, individuals and entities (other than companies) as defined under
Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018, which is provided in
Promoters Group
the chapter titled “Our Promoters Group”. For further details refer page 233 of this
Prospectus.
The Registered Office of our company which is located at Flat No.704 Narmada
Registered Office
Block, N6, Sec-D, Pkt-6 Vasant Kunj, New Delhi, India-110070.
The Restated Financial statements of our Company, which comprises the restated
statement of Assets and Liabilities for year ended as at March 31, 2025; March 31,
2024; & March 31, 2023 and the restated statements of profit and loss and the
restated cash flows for year ended as at March 31, 2025; March 31, 2024; & March
Restated Financial
31, 2023 of our Company prepared in accordance with Indian GAAP and the
Statements
Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018,
as amended from time to time, and the Revised Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI, together with the
schedules, notes and annexure thereto.
RoC Registrar of Companies, Delhi & Haryana.
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 from time to time.
SEBI (ICDR) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
Regulations amended.
SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015 as amended, including instructions and clarifications issued by
SEBI from time to time.
SEBI (LODR) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
Regulations amended.
SEBI (Takeover)
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as
Regulations or SEBI
amended from time to time.
(SAST) Regulations
Page 4 of 390Terms Description
The committee of the Board of Directors constituted as the Company’s
Stakeholders’
Stakeholders’ Relationship Committee is in accordance with Section 178 of the
Relationship
Companies Act, 2013 and rules made thereunder and disclosed as such in the chapter
Committee
titled “Our Management” on page 207 of this Prospectus.
Unless the context requires otherwise, refers to, the Emerge Platform of National
Stock Exchange
Stock Exchange of India Limited.
Initial Subscribers to the MOA & AOA being Mr. Anupam Ghosh, Mr. Reshant
Subscribers to MOA Ghosh, Mrs. Sonia Ghosh, Ms. Amartya Ghosh, Mrs. Madhvi Sharma, Mrs. Anisha
Ghosh, and Mrs. Sudha Sharma.
As on the date of this Prospectus, our company has a subsidiary by the name of
Anondita Healthcare and Rubber Products India Limited.
Subsidiary
For details, refer to chapter titled “Our Subsidiary” on page 234 of this Prospectus.
Issue Related Terms
Terms Description
Abridged Abridged Prospectus to be issued as per SEBI ICDR Regulations and appended to
Prospectus the Application Form.
Acknowledgement The slip or document issued by a Designated Intermediary to a Bidder as proof of
Slip registration of the Bid cum Application Form.
Allocation Note Shares which will be Allotted, after approval of Basis of Allotment by the Designated
Stock Exchange.
Allotment/ Allot/ Unless the context otherwise requires, allotment of the Equity Shares pursuant to
Allotted the Fresh Issue to the successful Applicants.
Note or advice or intimation of Allotment sent to the Bidders who have been or are
Allotment Advice to be Allotted the Equity Shares after the Basis of Allotment has been approved by
the Designated Stock Exchange.
Allottee The successful applicant to whom the Equity Shares are being /have been allotted.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the
Draft Red Herring Prospectus/ Red Herring Prospectus and who has Bid for an
amount of at least Rs. 200 lakhs.
Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors in terms
Allocation Price of the Prospectus/ Prospectus and the Prospectus, which will be decided by our
Company in consultation with the Book Running Lead Manager during the Anchor
Investor Bid/Offer Period.
Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor
Application Form Investor Portion and which will be considered as an application for Allotment in
terms of the Draft Red Herring Prospectus/ Red Herring Prospectus and the
Prospectus.
Anchor Investor The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids
Bidding Date by Anchor Investors shall be submitted, prior to and after which the Book Running
Lead Manager will not accept any Bids from Anchor Investors, and allocation to
Anchor Investors shall be completed.
Anchor Investor Offer The final price at which the Equity Shares will be issued and Allotted to Anchor
Anchor In Price Investors in terms of the Draft Red Herring Prospectus/ Red Herring Prospectus and
Page 5 of 390Terms Description
the Prospectus, which price will be equal to or higher than the Offer Price but not
higher than the Cap Price. The Anchor Investor Offer Price will be decided by our
Company in consultation with the BRLM.
Anchor Investor Up to 60% of the QIB Portion, which may be allocated by our Company, in
Portion consultation with the BRLM, to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, out of which one third shall be reserved
for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with
the SEBI ICDR Regulations.
Any prospective investor who makes an application for Equity Shares of our
Applicant/ Investor
Company in terms of this Prospectus.
The amount at which the Applicant makes an application for Equity Shares of our
Application Amount
Company in terms of this Prospectus.
The Form in terms of which the prospective investors shall apply for our Equity
Application Form
Shares in the Issue.
ASBA/ Application Applications Supported by Blocked Amount (ASBA) means an application for
Supported by Blocked Subscribing to the Issue containing an authorization to block the application money
Amount. in a bank account maintained with SCSB.
Account maintained with an SCSB and specified in the Application Form which will
be blocked by such SCSB or account of the RIIs blocked upon acceptance of UPI
ASBA Account
Mandate request by RIIs using the UPI mechanism to the extent of the appropriate
Bid / Application Amount in relation to a Bid / Application by an ASBA Applicant.
ASBA Application Locations at which ASBA Applications can be uploaded by the SCSBs, namely
Location(s)/ Specified Mumbai, New Delhi, Chennai, Kolkata, Ahmedabad, Hyderabad, Pune, Baroda and
Cities Surat.
ASBA Investor/ASBA Any prospective investor(s)/applicants(s) in this Issue who apply(ies) through the
applicant ASBA process.
Banker(s) to the Issue/ The banks which are clearing members and registered with SEBI as Banker to an
Public Issue Bank/ Issue with whom the Public Issue Account will be opened and in this case being Axis
Refund Banker. Bank Limited.
The basis on which Equity Shares will be Allotted to the successful Applicants under
Basis of Allotment the issue and which is described under chapter titled “Issue Procedure” beginning on
page 313 of this Prospectus.
Bid An indication to make an Offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding
Date by an Anchor Investor, pursuant to the submission of a Bid cum Application
Form, to subscribe to or purchase the Equity Shares at a price within the Price Band,
including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations in terms of the Draft Red Herring Prospectus/ Red Herring Prospectus
and the Bid cum Application Form.
Bidder Any investor who makes a Bid pursuant to the terms of the Draft Red Herring
Prospectus/ Red Herring Prospectus and the Bid cum Application Form, and unless
otherwise stated or implied, includes an Anchor Investor.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and,
in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the
number of Equity Shares Bid for by such RIBs and mentioned in the Bid cum
Application Form and payable by the Bidder or blocked in the ASBA Account of the
Page 6 of 390Terms Description
ASBA Bidder, as the case may be, upon submission of the Bid
Bid cum Application Anchor Investor application form or ASBA form (with and without the use of UPI,
Form as may be applicable), whether physical or electronic, which will be considered as
the application for Allotment in terms of the Red Herring Prospectus/ Red Herring
Prospectus.
Bid Lot 1000 Equity Shares and in multiples of 1000 Equity Shares thereafter.
Bidding/Collection Centres at which the Designated intermediaries shall accept the ASBA Forms, i.e
Centres Designated SCSB Branch for SCSBs, specified locations for syndicate, broker centre
for registered brokers, designated RTA Locations for RTAs and designated CDP
locations for CDPs.
Book Building Process The book building process, as described in Part A, Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Issue will be made
Book Running Lead The book running lead manager to the Issue, namely Narnolia Financial Services
Manager or BRLM Limited.
Business Day Monday to Friday (except public holidays).
CAN or Confirmation The note or advice or intimation sent to Anchor investors indicating the Equity
of Allocation Note Shares which will be Allotted, after approval of Basis of Allotment by the designated
stock exchange.
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted. The Cap
Price shall be at least 105% of the Floor Price.
Client ID Client Identification Number maintained with one of the Depositories in relation
to Demat account.
A depository participant as defined under the Depositories Act, 1996, registered with
Collecting Depository SEBI and who is eligible to procure Applications at the Designated CDP Locations
Participants or CDPs in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
Issued by SEBI.
Such branch of the SCSBs which coordinate Applications under this Issue by the
ASBA Applicants with the Registrar to the Issue and the Stock Exchange and a list
Controlling Branch
of which is available at http://www.sebi.gov.in, or at such other website as may be
prescribed by SEBI from time to time.
The demographic details of the Applicants such as their address, PAN, occupation
Demographic Details
and bank account details.
Such branches of the SCSBs which shall collect the ASBA Forms from the ASBA
Applicants and a list of which is available at www.sebi.gov.in, or at such other
Designated Branches
website as may be prescribed by SEBI from time to time.
The date on which relevant amounts blocked by SCSBs are transferred from the
ASBA Accounts to the Public Offer Account or the Refund Account, as the case may
be, and the instructions are issued to the SCSBs (in case of RIIs using UPI
Mechanism, instruction issued through the Sponsor Bank) for the transfer of amounts
Designated Date
blocked by the SCSBs in the ASBA Accounts to the Public Offer Account or the
Refund Account, as the case may be, in terms of the Prospectus following which
Equity Shares will be Allotted in the Offer.
Page 7 of 390Terms Description
In relation to ASBA Forms submitted by RIIs authorizing an SCSB to block the
Application Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs. In relation to ASBA Forms submitted by RIIs where the Application Amount
Designated
will be blocked upon acceptance of UPI Mandate Request by such RII using the UPI
Intermediaries/
Mechanism, Designated Intermediaries shall mean syndicate members, sub-
Collecting Agent
syndicate members, Registered Brokers, CDPs and RTAs. In relation to ASBA
Forms submitted by QIBs and NIBs, Designated Intermediaries shall mean SCSBs,
syndicate members, sub- syndicate members, Registered Brokers, CDPs and RTAs.
Such locations of the CDPs where Applicant can submit the Application Forms to
Designated CDP Collecting Depository Participants. The details of such Designated CDP Locations,
Locations along with names and contact details of the Collecting Depository Participants
eligible to accept Application Forms are available on the websites of the Stock
Exchange i.e. www.nseindia.com.
Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA
Forms submitted by RIIs where the Application Amount will be blocked upon
Designated SCSB acceptance of UPI Mandate Request by such RII using the UPI Mechanism), a list of
Branches which is available on the website of SEBI at Intermediaries [www.sebi.gov.in] or at
such other website as may be prescribed by SEBI from time to time.
Designated Stock
Emerge Platform of National Stock Exchange of India Limited. (NSE EMERGE).
Exchange
Draft Red Herring This Draft Red Herring Prospectus dated December 14, 2024 issued in accordance
Prospectus with Section 26 and 32 of the Companies Act, 2013 and the SEBI (ICDR)
Regulations and filed with NSE Emerge for obtaining In-Principle Approval.
NRIs from jurisdictions outside India where it is not unlawful to make an issue or
Eligible NRIs invitation under the Issue and in relation to whom this Prospectus constitutes an
invitation to subscribe to the Equity Shares offered herein.
The Emerge Platform of National Stock Exchange of India Limited for listing equity
Emerge Platform of
shares offered under Chapter IX of the SEBI (ICDR) Regulation which was approved
NSE Limited
by SEBI as an SME Exchange.
FII/ Foreign Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Institutional Investors) Regulations, 1995, as amended) registered with SEBI under applicable
laws in India.
Investors
First/ Sole Applicant The applicant whose name appears first in the Application Form or Revision Form.
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which
the Offer Price and the Anchor Investor Offer Price will be finalized and below which
no Bids will be accepted.
The General Information Document for investing in public issues prepared and
issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23,
2013, notified by SEBI and certain other amendments to applicable laws and updated
General Information pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10,
Document / GID 2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 notified by SEBI
and included in the chapter “Issue Procedure” on page no. 313 of this Prospectus.
Issue/ Issue Size/ Initial Public Issue of 47,93,000 Equity Shares of face value of Rs.10/- each fully
Initial Public Issue/ paid up of our Company for cash at a price of Rs. 145/- per Equity Share
Initial Public (including a premium of Rs. 135/- per Equity Share) aggregating Rs. 6949.85
Offer/Initial Public Lakhs.
Page 8 of 390Terms Description
Offering/ IPO
Issue Agreement/
Memorandum of The agreement/MOU dated October 19, 2024 between our Company and the BRLM,
Understanding pursuant to which certain arrangements are agreed to in relation to the Issue.
(MOU)
Issue Closing Date The date on which Issue closes for subscription i.e. August 26, 2025
Issue Opening Date The date on which Issue opens for subscription i.e. August 22, 2025
The period between the Issue Opening Date and the Issue Closing Date inclusive of
Issue Period
both the days during which prospective investors may submit their application.
The final price at which Equity Shares will be Allotted to successful ASBA Bidders
in terms of the Draft Red Herring Prospectus/ Red Herring Prospectus which will be
decided by our Company in consultation with the BRLM, on the Pricing Date, in
accordance with the Book-Building Process and in terms of the Draft Red Herring
Issue Price Prospectus/ Red Herring Prospectus. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price, which will be decided by our Company
in consultation with the BRLM, on the Pricing Date, in accordance with the Book-
Building Process and in terms of the Draft Red Herring Prospectus/ Red Herring
Prospectus.
Issue Proceeds Proceeds from the Issue will be, being Rs. 6949.85 Lakhs.
Book Running Lead Book Running Lead Manager to the Offer, in this case being Narnolia Financial
Manager/ BRLM/LM Services Limited.
The equity listing agreement to be signed between our Company and the NSE
Listing Agreement
Limited.
Market Makers appointed by our Company being Mansi Share Stock Broking Private
Limited having SEBI registration number INZ000247433 who have agreed to
Market Maker 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.
Market Making The Agreement entered into between the BRLM, Market Maker and our Company
Agreement dated August 14, 2025.
The Reserved Portion of 2,70,000 equity shares of face value of Rs.10/- each fully
Market Maker
paid for cash at a price of Rs. 145/- per equity share aggregating Rs. 391.50 Lakh for
Reservation
the Market Maker in this Issue.
A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
Mutual Fund(s)
1996, as amended from time to time.
The Issue (excluding the Market Maker Reservation Portion) of 45,23,000 Equity
Net Issue/ Offer Shares of Rs.10/- each of Issuer at Rs. 145/- (including share premium of Rs. 135
/- per equity share aggregating to Rs. 6558.35 /- Lakhs.
The Issue Proceeds, less the Issue related expenses, received by the Company. For
Net Proceeds information about use of the Issue Proceeds and the Issue expenses, please refer to
the chapter titled “Objects of the Issue” beginning on page 98 of this Prospectus.
Non-Institutional All Applicants that are not Qualified Institutional Buyers or Individual Investors and
Applicants who have applied for Equity Shares for an amount more than Rs. 2,00,000.
Page 9 of 390Terms Description
A company, partnership, society or other corporate body owned directly or indirectly
OCB / Overseas to the extent of at least 60% by NRIs, including overseas trust in which not less than
Corporate 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as
Body defined under Foreign Exchange Management (Deposit) Regulations, 2000. OCBs
are not allowed to invest in this Issue
Payment
through
Payment through ECS / NECS, Direct Credit, RTGS or NEFT, as applicable.
electronic
transfer of funds
Price Band The price band ranging from the Floor Price of Rs. 137 per Equity Share to the Cap
Price of Rs. 145 per Equity Share, including any revisions thereto. The Price Band
and minimum Bid Lot, as decided by our Company in consultation with the BRLM,
will be advertised in all editions of Financial Express (a widely circulated English
national daily newspaper) and all editions of Jansatta (a widely circulated Hindi
national daily newspaper, Hindi being the regional language of New Delhi, where
our Registered Office is located), at least two Working Days prior to the Bid/Offer
Opening Date with the relevant financial ratios calculated at the Floor Price and at
the Cap Price, and shall be made available to the Stock Exchanges for the purpose of
uploading on their respective websites.
Pricing Date The date on which our Company, in consultation with the BRLM, will finalise the
Offer Price.
The Prospectus to be filed with the RoC containing, inter alia, the Issue opening
Prospectus
and closing dates and other information.
Account opened with the Banker to the Issue/Public Issue Bank i.e. Axis Bank
Public Issue
Limited by our Company to receive monies from the SCSBs from the bank accounts
Account
of the ASBA Applicants on the Designated Date.
As defined under the SEBI ICDR Regulations, including public financial institutions
as specified in Section 4A of the Companies Act, scheduled commercial banks,
mutual fund registered with SEBI, FII and sub-account (other than a sub-account
which is a foreign corporate or foreign individual) registered with SEBI, multilateral
Qualified and bilateral development financial institution, venture capital fund registered with
Institutional SEBI, foreign venture capital investor registered with SEBI, state industrial
Buyers / QIBs development corporation, insurance company registered with Insurance Regulatory
and Development Authority, provident fund with minimum corpus of Rs. 2,500
Lakh, pension fund with minimum corpus of Rs. 2,500 Lakh, NIF and insurance
funds set up and managed by army, navy or air force of the Union of India, Insurance
funds set up and managed by the Department of Posts, India.
Red Herring The Red Herring Prospectus dated August 18, 2025 to be issued in accordance with
Prospectus/RHP Section 32 of the Companies Act, 2013, and the provisions of the SEBI ICDR
Regulations, which will not have complete particulars of the Offer Price and the size
of the Offer, including any addenda or corrigenda thereto. The Red Herring
Prospectus will be filed with the RoC at least three days before the Bid/Offer
Opening Date.
Account(s) to which monies to be refunded to the Applicants shall be transferred
Refund Account
from the Public Issue Account in case listing of the Equity Shares does not occur.
The bank(s) which is/are clearing members and registered with SEBI as Banker(s)
Refund Bank to the Issue, at which the Refund Account for the Issue will be opened in case listing
of the Equity Shares does not occur, in this case being Axis Bank Limited.
Page 10 of 390Terms Description
Refunds through
Refunds through electronic transfer of funds means refunds through ECS, Direct
electronic transfer of
Credit or RTGS or NEFT or the ASBA process, as applicable
funds
Registrar/ Registrar to Registrar to the Offer being Maashitla Securities Private Limited. For more
the Offer information, please refer “General Information” on page 71 of this Prospectus.
The agreement dated October 15, 2024 entered into between our Company and the
Registrar Registrar to the issue in relation to the responsibilities and obligations of the Registrar
Agreement to the Offer pertaining to the Offer.
Unless the context specifies something else, this means the SEBI (Issue of Capital
Regulations
and Disclosure Requirement) Regulations, 2018 as amended from time to time.
Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who
Individual Investors
apply for the Equity Shares of a value of not more than Rs. 2,00,000.
The form used by the Applicants to modify the quantity of the Equity Shares or the
Application Amount in any of their Application Forms or any previous Revision
Revision Form Form(s). QIBs and Non-Institutional Investors are not allowed to withdraw or lower
their Application Amounts (in terms of quantity of Equity Shares or the Application
Amount) at any stage. Individual Ivestors can withdraw or revise their Application
until Offer Closing Date).
Shall mean a Banker to an Issue registered under SEBI (Bankers to an Issue)
Regulations, 1994, as amended from time to time, and which offer the service of
making Application/s Supported by Blocked Amount including blocking of bank
SCSB
account and a list of which is available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1480483399603.html or at such
other website as may be prescribed by SEBI from time to time.
Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed
by the Issuer to act as a conduit between the Stock Exchanges and NPCI in order to
Sponsor Bank
push the mandate collect requests and / or payment instructions of the Individual
investors into the UPI. In this case being Axis Bank Limited.
Underwriter to this Issue is Mansi Share and Stock Broking Private Limited and
Underwriter
Narnolia Financial Services Limited.
Underwriting The agreement dated October 19, 2024 entered into between Narnolia Financial
Agreement Services Limited and our Company.
Unified Payments Interface (UPI) is an instant payment system developed by the
NPCI. It enables merging several banking features, seamless fund routing &
UPI/ Unified Payments
merchant payments into one hood. UPI allows instant transfer of money between any
Interface
two persons bank accounts using a payment address which uniquely identifies a
person’s bank a/c
In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations, working
days means, all days on which commercial banks in the city as specified in this
Prospectus are open for business.
1. However, in respect of announcement of price band and bid/ Offer period,
Working Days working day shall mean all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in the city as notified in the Prospectus are
open for business.
2. In respect to the time period between the bid/ Offer closing date and the listing
of the specified securities on the stock exchange, working day shall mean all
Page 11 of 390Terms Description
trading days of the stock exchange, excluding Sundays and bank holidays in
accordance with circular issued by SEBI.
Conventional Terms
Abbreviation Full Form
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
AS Accounting Standards as issued by the Institute of Chartered Accountants of India
ASBA Applications Supported by Blocked Amount
AY Assessment Year
BIS Bureau of Indian Standards
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CMP Current Market Price
CMSS Central Medical Services Society
DCS Distributed Control System
DGFT Directorate General of Foreign Trade
DIN Director Identification Number
DP Depository Participant
EBITDA Earning Before Interest, Tax, Depreciation and Amortisation
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EMDEs Emerging Markets and Developing Economies
EPS Earnings Per Share
ESOP Employee Stock Option Plan
FDI Foreign Direct Investment
Foreign Exchange Management Act, 1999, as amended from time to time, and the
FEMA
regulations framed there under
Foreign Institutional Investors (as defined under Foreign Exchange Management
FIIs (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
registered with SEBI under applicable laws in India
FIPB Foreign Investment Promotion Board
F&NG Father and Natural Guardian
FY / Fiscal/Financial Period of twelve months ended March 31 of that particular year, unless otherwise
Year stated.
GAAP Generally Accepted Accounting Principles
GDP Gross Domestic Product
GOI/Government Government of India
GST Goods and Service Tax
Page 12 of 390Abbreviation Full Form
HUF Hindu Undivided Family
I.T. Act Income Tax Act, 1961, as amended from time to time
ICSI Institute of Company Secretaries of India
KPI Key Performance Indicators
EPC Engineering, Procurement and Construction
MAPIN Market Participants and Investors’ Integrated Database
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
NA Not Applicable
NAV Net Asset Value
NGT National Green Tribunal
NPV Net Present Value
NRE Account Non-Resident External Account
NRIs Non-Resident Indians
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
OSP Other Service Provider
p.a. per annum
P/E Ratio Price/Earnings Ratio
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit fter Tax
PCB Pollution Control Board
PFC Power Finance Corporation Ltd
PPA Power Purchase Agreement
PSU Public Sector Undertaking
QA/QC Quality Assurance / Quality Control
QIC Quarterly Income Certificate
RBI The Reserve Bank of India
ROCE Return on Capital Enployed
ROE Return on Equity
RONW Return on Net Worth
Bn Billion
Rs. Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement
RERA Real Estate Regulatory Authority
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
Sec. Section
SPV Special Purpose Vehicle
STT Securities Transaction Tax
Page 13 of 390Abbreviation Full Form
The built-up area added to share of common areas which includes staircases,
Super Area
reception, lift shafts, lobbies, club houses and so on
TPDS Targeted Public Distribution System
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
Unified Payments Interface (UPI) is an instant payment system developed by the NPCI.
UPI/ Unified Payments It enables merging several banking features, seamless fund routing & merchant
Interface payments into one hood. UPI allows instant transfer of money between any two persons
bank accounts using a payment address which uniquely identifies a person’s bank a/c
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI
UPI Circulars circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021,
SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and any subsequent circulars
or notifications issued by SEBI in this regard.
ID created on Unified Payment Interface (UPI) for single-window mobile payment
UPI ID
system developed by the National Payments Corporation of India (NPCI).
The request initiated by the Sponsor Bank and received by an RII using the UPI
Mechanism to authorize blocking of funds on the UPI mobile or other application
UPI Mandate Request
equivalent to the Bd Amount and subsequent debit of funds in case of Allotment.
The bidding mechanism that may be used by a RIB to make an application in the Issue
UPI Mechanism in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated
November 1, 2018.
UPI PIN Password to authenticate UPI transaction
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board
VCF / Venture Capital
of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
Fund
applicable laws in India.
WEO World Economic Outlook
WOS Wholly Owned Subsidiary
Technical / Industry related Terms
Term Description
ANDA Abbreviated new drug application
API Active pharmaceutical ingredient
CAGR Compound annual Growth rate
CDSCO Central Drugs Standard Control Organisation of the Ministry of Health and
Page 14 of 390Term Description
Family Welfare
CEP Certificates of suitability
cGMP Current Good Manufacturing Practices
CMO Contract manufacturing organization
DSIR Department of Scientific & Industrial Research, Ministry of Science and
Technology, Government of India
GCP Good Clinical Practice
IPM Indian pharmaceutical market
IT Information technology
NABL The National Accreditation Board for Testing and Calibration Laboratories
WHO World Health Organization
WHO GMP World Health Organization Good Manufacturing Practices
Notwithstanding the foregoing:
1. In the section titled “Main Provisions of the Articles of Association” beginning on page number 353 of the
Prospectus, defined terms shall have the meaning given to such terms in that section;
2. In the chapters titled “Summary of Offer Documents‟ and “Our Business‟ beginning on page numbers 20 and 159
respectively, of the Prospectus, defined terms shall have the meaning given to such terms in that section;
3. In the section titled “Risk Factors‟ beginning on page number 28 of the Prospectus, defined terms shall have the
meaning given to such terms in that section;
4. In the chapter titled “Statement of Tax Benefits” beginning on page number 130 of the Prospectus, defined terms
shall have the meaning given to such terms in that section;
5. In the chapter titled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”
beginning on page number 249 of the Prospectus, defined terms shall have the meaning given to such terms in that
section.
(This space is left blank intentionally.)
Page 15 of 390PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in the Prospectus to “India” are to the Republic of India. All references in the Prospectus to the
“U.S.”, “USA” or “United States” are to the United States of America.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless
indicated otherwise, all references to a year in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page number of this
Prospectus.
Financial Data
Unless stated otherwise, the financial data included in this Prospectus are extracted from the restated financial
statements of our Company, prepared in accordance with the applicable provisions of the Companies Act and
Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer
Reviewed Auditors, set out in the section titled “Financial Statements”, as Restated beginning on page 247 of
this Prospectus.
Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. All references to
a particular fiscal year are to the 12-month period ended 31st March of that year. In this 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. There are significant differences between Ind AS, Indian
GAAP, IFRS and US GAAP. The Company has not attempted to quantify their impact on the financial data
included herein and urges you to consult your own advisors regarding such differences and their impact on the
Company’s financial data. Accordingly, to what extent the financial statements included in this Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian GAAP.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in
this Prospectus should accordingly be limited. Any percentage amounts, as set forth in “Risk Factors”, “Our
Business”, “Management‘s Discussion and Analysis of Financial Condition and Results of Operations” and
elsewhere in this Prospectus unless otherwise indicated, have been calculated on the basis of the Company’s
restated financial statements prepared in accordance with the applicable provisions of the Companies Act and
Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer
Reviewed Auditors, set out in the section titled “Financial Statements, as Restated” beginning on page 247 of
this Prospectus.
Currency and units of presentation
In this Prospectus, references to Rupees or INR or Rs. Are to Indian Rupees, the official currency of the
Republic of India. All references to $, US$, USD, U.S $ or U.S. Dollars are to United States Dollars, the official
currency of the United States of America. All references to million’/ Million’ / Mn’ refer to one million, which
is equivalent to ten lacs or ten lakhs, the word Lacs / Lakhs / Lac means one hundred thousand and Crore means
ten millions and billion' / bn’ / Billions’ means one hundred crores.
Exchange Rates
This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
Page 16 of 390presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not
be construed as a representation that these currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate, or at all. Unless otherwise particularly stated in the Prospectus, the following
table set forth, for period indicated, information with respect to the exchange rate between the Rupee and other
foreign currencies:
(Amount in Rs.)
Currency Exchange Rates as on
March 31, 2025* March 31, 2024* March 31, 2023
1 USD 85.58 83.37 82.21
Source: RBI / Financial Benchmark India Private Limited (www.fbil.org.in)
* Since March 31, 2025, was a holiday, the exchange rate was considered as on March 28, 2025, being the last
working day prior to March 31, 2025.
* Since March 31, 2024, was a Sunday, the exchange rate was considered as on March 28, 2024, being the last
working day prior to March 31, 2024
Industry and Market Data
Unless stated otherwise, industry data used throughout the Prospectus has been obtained or derived from
industry and government publications, publicly available information and sources. Industry publications
generally state that the information contained in those publications has been obtained from sources believed to
be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.
Although our Company believes that industry data used in the Prospectus is reliable, it has not been
independently verified. Further, the extent to which the industry and market data presented in the Prospectus is
meaningful depends on the reader's familiarity with and understanding of, the methodologies used in compiling
such data. 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 industry sources.
Accordingly, the extent to which the market and industry data used in this Prospectus is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data.
Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors – Industry information included in this Prospectus has been
derived from an industry report from various websites. The reliability on the forecasts of the reports could be
incorrect and would significantly impact our operations.”, on page 56 (Risk Factor 51). Accordingly, investment
decisions should not be based solely on such information.
(This space is left blank intentionally.)
Page 17 of 390FORWARD LOOKING STATEMENTS
All statements contained in the Prospectus that are not statements of historical facts constitute forward-
looking statements‟. All statements regarding our expected financial condition and results of operations,
business, objectives, strategies, plans, goals and prospects are forward-looking statements. These forward-
looking statements include statements as to our business strategy, our revenue and profitability, planned projects
and other matters discussed in the Prospectus regarding matters that are not historical facts. These forward-
looking statements and any other projections contained in the Prospectus (whether made by us or any third
party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or other projections.
These forward looking statements can generally be identified by words or phrases such as “will”, “aim”, “will
likely 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. Important factors that could cause actual results to differ
materially from our expectations include but are not limited to:
▪ our inability to maintain business relationship with our existing customers;
▪ our inability to capitalize the opportunities and successfully implement strategy, growth and expansion plans;
▪ our dependence on limited number of customers for a significant portion of our revenues;
▪ our ability to successfully identify customer requirements and preferences and gain customer acceptance
for our products;
▪ our ability to manage our working capital cycles and generate sufficient cash flow to satisfy any additional
working capital requirements
▪ our ability to maintain quality standards;
▪ Our ability to fulfill the specified pre-qualification prerequisites and subsequent engagement in a competitive
tendering procedure;
▪ our dependency on our suppliers of raw material;
▪ our ability to respond to new innovations in our industry;
▪ our ability to attract and retain qualified personnel;
▪ our ability to finance our business growth and obtain financing on favorable terms;
▪ conflict of Interest with affiliated companies, the promoter group and other related parties;
▪ Application of government price control on the product sold by us, in the future;
▪ Risk of time and cost overruns in our projects;
▪ market fluctuations and industry dynamics beyond our control;
▪ developments affecting the Indian economy;
For a further discussion of factors that could cause our current plans and expectations and actual results to differ,
please refer to the chapters titled “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page 159 and 249, respectively of
this Prospectus.
Forward looking statements reflects views as of the date of the Prospectus and not a guarantee of future
performance. 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 nor the BRLM, nor any of its 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 BRLM will ensure that investors in India
Page 18 of 390are informed of material developments until such time as the listing and trading permission is granted by the
Stock Exchange(s).
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Page 19 of 390SECTION II - SUMMARY OF OFFER DOCUMENTS
SUMMARY OF OUR COMPANY OVERVIEW
Our Company was incorporated as a Public Limited Company under the name “Anondita Medicare Limited”
on March 12, 2024, under the provisions of the Companies Act, 2013 with the Registrar of Companies,
Central Registration Centre, bearing CIN U22193DL2024PLC428183. Prior to this, the business of the
company was run by our current promoter, Mr. Anupam Ghosh, as a sole proprietorship under the name of
M/s Anondita Healthcare (formerly M/s Healthcare Products) from the year 1999 onwards. Further, the entire
business of M/s Anondita Healthcare, including all assets and liabilities, was transferred to our company,
Anondita Medicare Limited, vide Business Transfer Agreement dated April 01, 2024.
For further details about our incorporation and related corporate matters, please refer to the section titled “Our
History and Certain Other Corporate Matters” starting on page 201 of this Prospectus.
SUMMARY OF OUR BUSINESS OVERVIEW
Our Company is a manufacturer of male condoms with a variety of flavors, with our flagship product
marketed and sold under the brand “COBRA”. We have an installed production capacity of nearly 562 million
condoms per annum, as per certificate issued by JP Sood, Chartered Engineer, dated June 04, 2025. Further,
to follow sustainable production practices, our company uses CNG as a clean, environmentally friendly
manufacturing fuel for its manufacturing plant situated at Sector 80, Noida, Uttar Pradesh.
SUMMARY OF OUR INDUSTRY
Global Condom Market Overview
The global condom market has demonstrated robust growth through 2024-2025, reaching a valuation of
approximately $14.3 billion in 2025. Market projections indicate continued expansion, with expectations of
reaching $30.6 billion by 2034, representing a compound annual growth rate (CAGR) of 8.6% over the
forecast period.
(Source: https://news.un.org/en/story/2024/05/1150061
https://www.giiresearch.com/report/ires1715335-condom-market-by-product-type-category.html )
Indian Condom Market Overview
The Indian condom market has demonstrated exceptional growth through 2024, reaching a valuation of
approximately USD 245 million, representing year-on-year growth of 8.4%. Market projections indicate
continued robust expansion, with expectations of reaching USD 410 million by 2030, reflecting a compound
annual growth rate (CAGR) of 8.9% over the forecast period.
(Source: https://www.fortunebusinessinsights.com/condom-market-104519
https://news.un.org/en/story/2024/05/1150061
https://www.custommarketinsights.com/report/condom-market/
https://www.precedenceresearch.com/condom-market )
PROMOTERS OF OUR COMPANY
The promoters of our Company are Mr. Anupam Ghosh, Mrs. Sonia Ghosh and Mr. Reshant Ghosh. For
detailed information please refer chapter titled “Our Promoters” and “Our Promoter Group” on page number
227 and 233 respectively of this Prospectus.
Page 20 of 390ISSUE SIZE
The issue size comprises of fresh issue of up to 47,93,000 Equity Shares of face value of Rs.10/- each fully
paid-up of the Company for cash at price of Rs. 145 /- per Equity Share (including premium of Rs. 135/- per
Equity Share) aggregating total issue size amounting to Rs. 6949.85 Lakhs, of which up to 2,70,000 Equity
Shares of Face Value of ₹ 10/- each at a price of ₹ 145 aggregating to ₹ 391.50 Lakhs will be reserved for
subscription by Market Maker (“Market Maker Reservation Portion”) and Net Issue to Public of up to
45,23,000 Equity Shares of Face Value of ₹10/- each at a price of ₹ 145 aggregating to ₹ 6558.35 Lakhs
(hereinafter referred to as the “Net Issue”) The Issue and the Net Issue will constitute 26.50% and 25.01%
respectively of the Post Issue paid up Equity Share Capital of Our Company.
OBJECTS OF THE ISSUE
Our Company intends to utilize the Net Proceeds for the following objects:
S. NO. Particulars Amount (In Rs. Lakh)
1. Capital Expenditure 600.00
2. Working Capital Requirement 3,500.00
3. Unidentified Acquisition and General Corporate Purposes* 2,015.87
Total 6,115.87
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC
and the amount to be utilized for general corporate purposes and unidentified acquisition shall not exceed 35%
of the amount raised by our Company.
AGGREGATE PRE-ISSUE SHAREHOLDING OF THE PROMOTER AND PROMOTER GROUP
AS A PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE ISSUER
Pre issue Post issue
S. No. Name of shareholder No. of As a % of No. of As a % of
equity Issued equity Issued
shares Capital shares Capital
Promoters
1. Mr. Anupam Ghosh 1,11,60,591 83.95% 1,11,60,591 61.71%
2. Mr. Reshant Ghosh 2 Negligible 2 Negligible
3. Mrs. Sonia Ghosh 2 Negligible 2 Negligible
Total – A 1,11,60,595 83.95% 1,11,60,595 61.71%
Promoter Group
4. Ms. Anisha Ghosh 2 Negligible 2 Negligible
5. Ms. Madhvi Sharma* 2 Negligible 2 Negligible
Total – B 4 Negligible 4 Negligible
GRAND TOTAL (A+B) 1,11,60,599 83.95% 1,11,60,599 61.71%
*Note: Madhvi Sharma has passed away on August 17, 2025.
SUMMARY OF FINANCIAL INFORMATION
(Amount in Lakhs)
Standalone
Particulars For the Year ended For the Year ended For the Year ended
31st March 2025 31st March 2024 31st March 2023
Share Capital 1,329.36 - -
Net Worth 2,834.76 1,058.79 868.68
Revenue from operation 6,051.52 4,643.21 3,591.49
Profit after Tax 1,079.98 384.47 34.69
Page 21 of 390EPS Basic and Diluted 9.60 NA NA
NAV per Equity Share (in Rs.) 21.32 - -
Total borrowings
- Long Term 1,190.76 1,104.23 968.95
- Short Term 1,548.34 1,297.06 1,297.32
(Amount in Lakhs)
Consolidated
Particulars For the Year ended For the Year ended For the Year ended
31st March 2025 31st March 2024 31st March 2023
Share Capital 1329.36 - -
Net Worth 3786.94 1,058.79 868.68
Revenue from operation 7699.07 4,643.21 3,591.49
Profit after Tax 1641.66 384.47 34.69
EPS Basic and Diluted 14.04 NA NA
NAV per Equity Share (in Rs.) 28.49 - -
Total borrowings
- Long Term 1,190.76 1,104.23 968.95
- Short Term 1,548.34 1,297.06 1,297.32
QUALIFICATIONS OF AUDITORS
There are no qualifications of our Statutory Auditor which have not been given effect to in the Restated
Financial Statements.
SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS
A summary of pending legal proceedings and other material litigations involving our Company is provided
below:
(Amount in Rs. Lakhs)
Statutory or Other
Criminal Civil Tax Aggregate amount
Name regulatory Material
Proceedings Proceedings Proceedings involved*
actions litigations
Company
By 4 3 - - - -
Against - 1 - - 70.62
Promoter
By - - - - - -
Against - - - - - -
Director/KMP (Other than Promoters)
By - - - - - -
Against - - - - - -
Subsidiary
By - - - - - -
Against - - - - - -
Group Companies
By - - - - - -
Against - - - - - -
(*To the extent quantifiable and until March 31st, 2025)
Page 22 of 390For further details, please refer to the chapter titled “Outstanding Litigations & Material Developments”
beginning on page 278 of this Prospectus.
RISK FACTORS
For details relating to risk factors, please refer section titled “Risk Factors” beginning on page 28 of this
Prospectus.
SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY
Below are the contingent liabilities of our company for the financial years ended 2025, 2024 and 2023, as
disclosed in our restated financial statements in accordance with applicable accounting standards:
(Amount in Rs. Lakhs)
Anondita Medicare Limited Anondita Healthcare (Proprietorship)
For the year For the year For the year For the year ended
Particulars
ended 31 ended 31 ended 31 31 March, 2023
March, 2025 March, 2024 March, 2024
a. Estimated amount of
contracts remaining to be
- - - -
executed and not
provided for
b. Claims against the 70.62
Company not - 65.68 60.73
acknowledged as debt
c. Bank Guarantees 87.39 - - -
d. Outstanding Tax
Demand with Respect to - - - -
any Revenue Authorities
Capita Commitment
Estimated amount of 89.87
contracts remaining to
be executed on capital - - -
account and not
provided for
The above contingent liability has been recognised following the petition filed against M/s Anondita Healthcare
(the erstwhile proprietorship of our promoter, Mr. Anupam Ghosh) for certain outstanding disputed payments
from M/s Anondita Healthcare. For more details on the said matter, please refer to the chapter titled “Outstanding
Litigations and Material Developments” beginning on page 278 of this Prospectus.
For Further information regarding the contingent liabilities, please refer to the Chapter Titled “Restated
Financial Information” on page 247 of this Prospectus.
SUMMARY OF RELATED PARTY TRANSACTIONS
A. Names of related parties and nature of relationship:
a) Controlling Companies/ Firms Relationship
Anondita Healthcare (Partnership) Partners
Anondita Healthcare and Rubber Products India Limited Subsidiary
Anondita Healthcare Products Private Limited Entity under common control promoter
Anondita Latex Products (India) Private Limited Entity under common control promoter
Page 23 of 390Anondita Healthcare Private Limited Entity under common control promoter
Anondita Suncity Healthcare Private Limited Entity under common control promoter
Anondita Exultia Healthcare Private Limited Entity under common control promoter
All India Condom Manufacturer Association Entity under common control promoter
b) Key Management Personnel (KMP) Relationship
Anupam Ghosh Managing Director
Sonia Ghosh Wholetime Director
Reshant Ghosh Wholetime Director
Sunita Naithani Chief Financial Officer
Nutan Agrawal Company Secretary and Compliance Officer
B. Transaction with related parties on the basis of standalone financials are as follows:
(Amount in Rs. Lakhs)
Anondita Medicare Limited M/s Anondita Healthcare
(Proprietorship)
For For For For
Nature the % of the % of the % of the % of
of year reven year reven year reven year reven
Nature of Transaction
Relatio ende ue ende ue ende ue ende ue
nship d 31 from d 31 from d 31 from d 31 from
Mar operat Mar operat Marc operat Marc operat
ch, ions ch, ions h, ions h, ions
2025 2024 2024 2023
Director's Remuneration
Anupam Ghosh Key 52.74 0.87% - - -
Manage
Sonia Ghosh 25.82 0.43% - - -
ment
Reshant Ghosh 25.82 0.43% - - -
Personn
Sunita Naithani el 10.91 0.18% - - -
Nutan Agrawal 7.72 0.13% - - -
Unsecured Loans Received
448.7
Anupam Ghosh 7.41% - - -
1
Unsecured Loans Repaid
435.2
Anupam Ghosh 7.19% - - -
0
Anondita Healthcare and Rubber
- - - - 20.65 0.57%
Products India Limited
Lease Rent Paid
Anondita Healthcare Products
42.48 0.70% - 3.54 0.08% 3.54 0.10%
Private Limited
Anondita Healthcare (Partnership) 44.25 0.73%
Sales to Related Party
Anondita Healthcare and Rubber 1062. 17.55 903.2 19.45 692.9 19.29
-
Products India Limited 18 % 7 % 2 %
Anondita Latex Products (India)
- - - 0.48 0.01% 0.47 0.01%
Private Limited
Anondita Healthcare (Partnership) - - - 84.67 1.82% 7.67 0.21%
Anondita Healthcare Private
- - - 6.32 0.14% 2.98 0.08%
Limited
Purchase from Related Party
Anondita Healthcare Private
- - - - - 104.5 2.91%
Limited
Page 24 of 390Anondita Healthcare and Rubber
- - - 12.75 0.27% 98.75 2.75%
Products (I) Limited
Unsecured Loan given
Anondita Healthcare and Rubber 1202. 19.88 266.5 211.7
- 5.74% 5.90%
Products (I) Limited 99 % 4 7
Anondita Latex Products (India)
- - - 0.46 0.01% 0.74 0.02%
Private Limited
Unsecured Loan Received Back
Anondita Healthcare and Rubber 770.6 12.73 - - -
- -
Products (I) Limited 2 %
Security given
Anondita Healthcare (Partnership) 25.00 0.41%
6051 4,64 3,59
Revenue from Operation .52 3.21 1.49
C. Balances outstanding on the basis of standalone financials are as follows:
(Amount in Lakhs)
M/s Anondita
Anondita Medicare
Healthcare
Limited
(Proprietorship)
Nature of For the For the For the
Particulars For the
Transaction year year year
year ended
ended 31 ended 31 ended 31
31 March,
March, March, March,
2025
2024 2024 2023
Long Term
Anondita Healthcare and Rubber Products (I) Limited Loans & 698.90 - 266.54 5.25
Advances
Sundry
Anondita Healthcare and Rubber Products (I) Limited - - 328.44 626.10
Debtors
Sundry
Debtors
Anondita Healthcare Products Private Limited - - 16.30 -
(Rental
Service)
Sundry
Anondita Latex Products (India) Private Limited 3.25 - 3.25 2.77
Debtors
Long Term
Anondita Latex Products (India) Private Limited Loans & 31.66 - 31.66 31.20
Advances
Sundry
Anondita Healthcare Private Limited Creditors for - - 0.94 -
Material
Sundry
Anondita Healthcare Products Private Limited Creditors for 6.50 - - -
Material
Sundry
Anondita Healthcare Private Limited - - - 166.19
Debtors
Security
Anondita Healthcare (Partnership) 25.00 - - -
Given
Unsecured
Anupam Ghosh Loans 13.51 - - -
Received
All the above details as per the Restated Standalone Financial Statements.
For Further details of Related Party Transaction, please refer “Note 41” under the chapter titled “Financial
Statement as restated” on page 247 of this Prospectus.
Page 25 of 390FINANCING ARRANGEMENTS
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company during
a period of six (6) months immediately preceding the date of this Prospectus.
WEIGHTED AVERAGE COST OF ACQUISITION OF EQUITY SHARES BY OUR PROMOTERS
IN LAST ONE YEAR
The weighted average cost of acquisition of equity shares by our promoters in last one year which has been
calculated by taking average amount paid by them to acquire our equity shares is as follows:
Name of Promoter No. of shares bought* Weighted Average Price (in Rs.)
Mr. Anupam Ghosh 1,11,60,591 NIL
Mr. Reshant Ghosh 2 NIL
Mrs. Sonia Ghosh 2 NIL
*Shares acquired and sold in the last one year are considered.
Note: As Certified by M/s Jain Chopra & Company, Chartered Accountants dated August 11, 2025.
AVERAGE COST OF ACQUISITION
The average cost of acquisition per Equity Share by our promoters which has been calculated by taking the
average amount paid by them to acquire our Equity Shares, is as follows:
Name of the Promoter No. of Shares held Average cost of Acquisition (in Rs.)
Mr. Anupam Ghosh 1,11,60,591 6.67
Mr. Reshant Ghosh 2 5.00
Mrs. Sonia Ghosh 2 5.00
* As Certified by M/s Jain Chopra & Company, Chartered Accountants dated August 11, 2025.
DETAILS OF PRE-ISSUE PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus
until the listing of the Equity Shares.
Our Company undertakes:
1. That Pre-IPO proceeds being discretionary in nature, if raised, shall be completely attributed/adjusted
towards GCP portion; unless auditor certified disclosures are made with regards to its utilization towards the
disclosed specific objects of the issue. A confirmation to this effect we shall submit at the time of filing of
Prospectus/Prospectus with the Exchange and the confirmation should form part of material documents
available for inspection.
2. Disclosure shall be made of the price and the name of the shareholder on the day of the allotment in case if
any Pre-IPO placement is done, through public advertisement. A confirmation to this effect we shall submit
Page 26 of 390at the time of filing of Prospectus/Prospectus with the Exchange and the confirmation should form part of
material documents available for inspection. The details of the Pre-IPO shall also form part of the Price Band
Advertisement.
ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE
YEAR
Our company has not issued any equity shares other than cash in the last one year except the following:
Face
Date of No. of Equity Issue Price Nature of
Value Nature of Allotment
Allotment Shares (Rs.) Consideration
(Rs.)
NIL
For Further Information regarding the Equity Shares issued by the company for consideration other than cash,
please refer to the Chapter Titled “Capital Structure” on page 80 of this Prospectus.
SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has not done any sub-division or consolidation of its Equity shares in the last one year.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
Our Company has not applied or been granted any such exemption as on date of this Prospectus.
(This space is left blank intentionally.)
Page 27 of 390SECTION III: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in
this Prospectus, including the risks and uncertainties summarized below, before making an investment in our Equity
Shares. The risks described below are relevant to the industries our Company is engaged in, our Company and our
Equity Shares. To obtain a complete understanding of our Company, you should read this section in conjunction with
the chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on page numbers 159 and 249, respectively, of this Prospectus as well as the other financial
and statistical information contained in this Prospectus. Prior to making an investment decision, prospective investors
should carefully consider all of the information contained in the section titled “Financial Information, as Restated”
beginning on page number 247 of this Prospectus.
If any one or more of the following risks as well as other risks and uncertainties discussed in the Prospectus were to
occur, our business, financial condition and results of our operation could suffer material adverse effects, and could
cause the trading price of our Equity Shares and the value of investment in the Equity Shares to materially decline
which could result in the loss of all or part of investment. Prospective investors should pay particular attention to the
fact that our Company is incorporated under the laws of India and is therefore subject to a legal and regulatory
environment that may differ in certain respects from that of other countries.
This Prospectus also 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 many factors,
including the considerations described below and elsewhere in the Prospectus. These risks are not the only ones that
our Company faces. Our business operations could also be affected by additional factors that are not presently known
to us or that we currently consider to be immaterial to our operations. Unless specified or quantified in the relevant
risk factors below, we are not in a position to quantify financial or other implication of any risks mentioned herein.
Unless otherwise indicated or the context otherwise requires, in this section, references to “we”, “us” and “our” are
to Anondita Medicare Limited.
Materiality
The Risk factors have been determined based on their materiality, which has been decided based on following
factors:
1. Some events may not be material individually but may be material when considered collectively.
2. Some events may have an impact which is qualitative though not quantitative.
3. Some events may not be material at present but may have a material impact in the future.
Classification of Risk Factors
Page 28 of 390Litigation and Financial
Related Risk
Internal Risk Factors Busienss Related Risk
Issue Related Risk
Risk
Industry Related Risk
External Risk Factors
Others
Internal Risk Factors
1. Our Company had negative cash flows from its operating, investing and financing activities in the past and
may continue to have negative cash flows in the future. Sustained negative cash flow could impact our growth
and business.
Our Company had negative cash flows from “Operating Activities” in the previous financial years largely due to
increase in trade receivables and increase in trade advances. We also had negative cash flows from “Investing
Activities” in the current year and previous financial years due to purchase/construction of fixed assets and capital
advance, and increase/decrease in other advances. Further, we also experienced negative cash flows from
“Financing Activities” in the previous financial years largely due to payment of finance costs and withdrawal of
capital. Any such negative cash flows in the future could adversely affect our business, financial condition and
results of operations. For more details, kindly refer to page no. 247 in the chapter title “Financial Information as
restated.
The table given below set forth our cash flows for the Financial Years ended 2025, 2024 and 2023, as per the
Restated Standalone Financial Statements:
(Amount in ₹ Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Net Cash Generated For the year For the year For the year For the year
ended on March ended on ended on March ended on
2025 March 2024 2024 March 2023
Cash flow from Operating 1054.88 (949.63)
607.96 (7.00)
Activities
Cash flow from Investing (2292.89)
-
Activities (654.17) (25.34)
Page 29 of 390Cash flow from Financing
1707.49 10.00 (399.95) 990.72
Activities
2. We depend on our top 10 customers for a significant portion of our revenues. The loss of a major customer or
significant reduction in demand from any of our major customers may adversely affect our business, financial
condition, results of operations and prospects.
At present, we derive most of our revenues from operations from a limited number of customers.
(Amount in ₹ Lakhs)
Anondita Medicare Limited M/s Anondita Healthcare
S.No. Particulars (Proprietorship)
March 31 2025 March 2024 March 2024 March 2023
1 Top 10 customers 6,019.06 - 4,425.27 3,465.26
% of Revenue from -
2 99.46% 95.31% 96.49%
Operations
*The % has been derived by dividing the total amount received from top ten customers with the Revenue from
operations of the company in the relevant year as mentioned in the Profit and Loss Statement as given in restated
financials of the company.
As our business is currently concentrated among relatively few significant customers, we may experience reduction
in cash flows and liquidity and our business would be negatively affected if we lose one or more of our major
customers or if the amount of business from one or more of them is significantly reduced for any reason, including
but not limited to a dispute with or disqualification by a major customer.
3. Our Company derives a significant portion of its revenue from government contracts and tenders for the supply
of condoms under various public health initiatives. Participation in these tenders is subject to stringent
regulatory compliance, quality standards, and other eligibility criteria. Any failure to meet the requirements
enlisted in these tenders may result in our Company being debarred or disqualified from participating in future
government tenders, which could have a material adverse effect on our business, financial condition, and
results of operations
Our Company derives a significant portion of its revenue from government contracts and tenders for the supply of
condoms under various public health initiatives. Participation in these tenders is subject to stringent regulatory
compliance, quality standards, and other eligibility criteria prescribed by government agencies. Any failure to meet
these standards, adverse regulatory actions, or allegations of non-compliance may result in our Company being
debarred or disqualified from participating in future government tenders, which could have a material adverse
effect on our business, financial condition, and results of operations.
Further, these government entities have the discretion to impose bans, blacklisting, or suspensions on suppliers for
various reasons, including but not limited to, quality concerns, delays in execution, pricing disputes, or alleged
unethical business practices. If our Company is debarred or temporarily suspended from bidding for government
tenders, we may experience a significant decline in revenue, reduced production utilization, and adverse effects on
our market reputation. For further details on the sales by our company to Government Procurement Agencies/AIDS
Prevention societies please refer to page 177 of the RHP.
In 2020, our company was debarred from participating in the tender process of Rajasthan Medical Services
Page 30 of 390Corporation Ltd for 1 year due to non-fulfillment of the order by our company (due to covid related restrictions)
in 2020. Although, the said debarment order was in relation to supply of gloves by the erstwhile proprietorship of
our promoter, Mr. Anupam Ghosh and the said debarment order was also stayed by the Rajasthan High Court vide
order dated January 22, 2021, we cannot confirm that our company would not be debarred from participating in
any future tender processes due to any factors which are not in control of the company or for any other reason
whatsoever.
In 2020, our company was debarred from participating in the tender process of Rajasthan Medical Services
Corporation Ltd. (RMSCL) for the supply of gloves for one year due to the non-fulfillment of an order. This issue
arose primarily due to COVID-related restrictions.
During the COVID period, RMSCL significantly increased its requirement and placed an order equivalent to the
annual tendered quantity, with a delivery timeline of just 90 days. Given the unprecedented challenges and
restrictions imposed during the pandemic, our company sought an extension for the delivery of goods under the
Force Majeure Clause (FMC). Despite our formal request for an extension based on these grounds, RMSCL did
not consider our plea and proceeded with the debarment.
Furthermore, the debarment order in question pertained to the supply of gloves by the erstwhile proprietorship of
our promoter, Mr. Anupam Ghosh and the said debarment order was also stayed by the Rajasthan High Court vide
order dated January 22, 2021.
Although, while this specific debarment was legally challenged and stayed, we cannot confirm that our company
would not face debarment from participating in future tender processes due to factors beyond our control or for
any other unforeseen reasons.
4. Our company had obtained secured loans amounting to Rs. 2715.37 lakhs and unsecured loans amounting to
Rs. 23.73 lakhs on a consolidated basis until March 31st 2025. As such any fluctuation in interest rates or
change in repayment plan may adversely affect our Company’s business. Moreover, unsecured loans could be
recalled by our lenders at any time, which may be earlier than anticipated, affecting our repayment schedule.
Our company had obtained secured loans amounting to Rs. 2715.37 lakhs and unsecured loans amounting to Rs.
23.73 lakhs on a consolidated basis until March 31st 2025. As such, our company faces the risk of rising interest
rates which increase our debt servicing costs, impacting our cash flow and leading to a liquidity crunch.
Further, we have outstanding unsecured loans of Rs. 23.73 Lakhs as at March 31st, 2025 on a consolidated basis,
which may be recalled by the lenders at any time. In the event that the lenders seek a repayment of any such loans,
our company would need to find alternative sources of financing, which may not be available on commercially
reasonable terms, or at all, which may affect the result of operation and financial conditions of our business.
For further details, please refer to the chapter titled “Financial Indebtedness” beginning on page 275 of this
Prospectus.
5. Majority of assets, including both movable and immovable, have not yet been transferred under the name of
our company.
Our Company was incorporated as a public limited company with the name of Anondita Medicare Limited under
the Companies Act, 2013 vide certificate of incorporation dated March 12, 2024. Prior to this, the business of the
company was run by our current promoter, Mr. Anupam Ghosh, as a sole proprietorship under the name of M/s
Page 31 of 390Anondita Healthcare. Further, the entire business of M/s Anondita Healthcare, including all assets and liabilities,
was transferred to our company, Anondita Medicare Limited, vide Business Transfer Agreement dated April 01,
2024. However, all such assets and liabilities have not been transferred in the name of our company, Anondita
Medicare Limited, and remain registered in the name of the erstwhile proprietorship, M/s Anondita Healthcare, of
our promoter, Mr. Anupam Ghosh. Although, our company is in the process of undertaking necessary transfer
formalities including submission of appropriate documentation for change of name and our promoter, Mr. Anupam
Ghosh has also executed an irrevocable Power of Attorney in the name of our company for the transfer of the
immovable assets, we cannot confirm that this would be done in a timely manner and without facing any
administrative delays. Such administrative delays could delay access to benefits, licenses, permits, or any legal
endorsements required by our company. Contracts and agreements that were created under the partnership firm
may face enforceability issues if new clients or partners insist on documents under the new name.
For details on the licenses, certificates etc. that are pending to be transferred in the name of our company, please
refer to chapter titled “Government and Other Approvals” beginning on page 287 of this Prospectus.
6. Our Subsidiary, Anondita Healthcare and Rubber Products (India) Limited, have incurred losses in the past
and may continue to do so in the future. We may be required to fund the operations of our Subsidiary in the
future and our investments in our Subsidiary may eventually be written off, which could subject us to additional
liabilities and could have an adverse effect on our Company’s reputation, profitability and financial condition.
Our Subsidiary, Anondita Healthcare and Rubber Products (India) Limited, have incurred losses in the past, details
of which are set out below:
(Amount in Lakhs)
Particulars FY 2025 FY 2024 FY 2023
Total Income 2,716.90 2,029.14 997.31
Profit/(Loss) after Tax 567.60 332.53 (328.51)
Equity Capital 1.12 1.00 1.00
Reserves & Surplus (excluding
1,076.14 19.17 (313.35)
revaluation reserves)
Net Worth 1,077.26 20.17 (312.35)
NAV per share (in rupees) 9,591.00 201.70 (3,123.50)
Earnings per share (EPS) (Basic & 5,053.44 3,325.34 (3,285.14)
Diluted)
No. of Equity Shares of Rs. 10/- each (In
11,232 10,000 10,000
Numbers)
The subsidiary of our company, Anondita Healthcare & Rubber Products India Limited., was incorporated on 29th
July 2021 and focuses on the sales and marketing of healthcare products under the registered brand of our company,
“COBRA.” In FY 2021-22, its turnover was Rs.1.34 Cr. Only.
Further, as a newly established company, the subsidiary had incurred significant operating expenses to establish
and promote the issuer company’s brand, strengthen its sales force, and cover costs related to tour, travel, and other
business operations.
To enhance brand recognition, the subsidiary also entered into agreements with celebrities:
1. Ms. Sunny Leone as the brand ambassador for the Pregnancy Test Kit.
2. Ms. Shweta Tiwari as the brand ambassador for the Household Gloves.
Further, the detail of the major expenses due to which the subsidiary incurred losses in FY 2023 is as under:
(Amount in Lakhs)
Advertisement Expenses 104.92
Conveyance Expenses 88.50
Page 32 of 390Salary 307.89
Tour & travelling 8.69
Total 509.99
We may be required to fund the operations of our Subsidiary in the future and our investments in our Subsidiary
may eventually be written-off, which could subject us to additional liabilities and could have an adverse effect on
our Company’s reputation, profitability and financial condition. We may similarly be required to furnish
guarantees in the future to secure the financial obligations of our Subsidiary and in the event that any corporate
guarantees provided by us are invoked, we may be required to pay the amount outstanding under such facilities
availed, resulting in an adverse effect on our business, cash flows and financial condition.
Further, it is confirmed that in the past there has been no instance of the company having to fund the operations of
the subsidiary or the company having to fulfill any outstanding debt obligations of the subsidiary company.
7. There is outstanding litigation pending against our company which, if determined adversely, could affect our
business, results of operations and financial condition.
In the usual course of business our Company is involved in several legal proceedings, in India, and, if decided
against our Company, could adversely affect the business, results of operations and financial condition of our
Company. We cannot assure you that the currently outstanding legal proceeding will be decided favourably or that
no further liability will arise from these claims in the future. The amounts claimed in the proceeding have been
disclosed to the extent ascertainable. For details, see “Outstanding Litigation and Material Developments” on page
278.
(Amount in ₹ Lakhs)
Statutory or Other
Criminal Civil Tax Aggregate
Name regulatory Material
Proceedings Proceedings Proceedings amount involved*
actions litigations
Company
By 4 3 - - - -
Against - 1 - - 70.62
Promoter
By - - - - -
Against - - - - -
Director/KMP (Other than Promoters)
By - - - - - -
Against - - - - - -
Subsidiary
By - - - - - -
Against - - - - - -
Group Companies
By - - - - - -
Against - - - - - -
(To the extent quantifiable and until March 31st 2025)
8. We are dependent on third parties for the distribution and marketing of our products. If we do not maintain
and increase the number of our arrangements for the marketing and distribution of our products, our business,
financial condition and results of operations could be adversely affected.
Page 33 of 390Although, we sell and distribute majority of our products through our subsidiary, Anondita Healthcare & Rubber
Products India Limited, we also rely on our stockist, Calcutta Cosmetics to sell our products. We also sell our
products directly to several Governmental Procurement Agencies/Aids Prevention Societies and to other
companies as OEM, wherein the product’s is manufactured by us but the branding is as per the respective
government/company’s direction. In many of the regions, in which we do not have a presence through our
subsidiary, we generally market, sell and distribute our products through our stockist. As on date of this Prospectus,
we are associated with around 8 Stockists and 7 Distributors through our subsidiary, Anondita Healthcare and
Rubber Products India Limited and directly with 1 stockist, Calcutta Cosmetics. The following table sets forth
details on our distributors, for the years indicated:
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Particulars
March 31, March 31, March 31,
March 31, 2023
2025 2024 2024
Anondita Healthcare
& Rubber Products
1062.18 - 903.27 692.92
(I) Limited
Stockist 852.02 - 630.02 708.73
Governmental
Procurement
3,453.22 - 1,980.03 1,088.92
Agencies/ AIDS
Prevention Societies
OEM/Job Work 684.10 - 1,129.89 938.50
Export - - - 162.42
Total 6,051.52 - 4,643.21 3,591.49
Although, we have entered into an agreement with our stockist, Calcutta Cosmetics; our subsidiary through which
we sell our products do not have long term agreements with its other third-party distributors. We have limited
control over the operations and businesses of such third-party entities. As such, our dependence on such parties
subjects us to a number of other risks, including (i) not being able to control the amount and timing of resources
that they may devote to the marketing, selling and distribution of our products, (ii) the making of important
marketing and other commercial decisions concerning our products without our input, (iii) financial difficulties,
and (iv) significant changes in a distributor’s business strategy that may adversely affect its willingness or ability
to fulfil its obligations under any arrangement.
Further, we may not be able to find suitable distributors or successfully enter into arrangements on commercially
reasonable terms or at all. Moreover, our subsidiary retains its distributors on a non-exclusive basis, which allows
them to engage with our competitors. Our subsidiary also competes for suitable distributors with other leading
pharmaceutical companies that may have more visibility, greater brand recognition and financial resources, and a
broader product portfolio than we do. If our competitors provide greater incentives to the distributors, such
distributors may choose to promote the products of our competitors instead of our products.
As a result of these arrangements, many of the variables that may affect our business, are not exclusively within
our control. Our reliance on, and inability to control, our marketing and distribution agents could adversely affect
our business, financial condition and results of operations. None of our marketing and distribution agents have
terminated their arrangements with us during the past three Financial Years. However, if any of these arrangements
are terminated for any reason, or if our partners fail to fulfil their obligations or otherwise do not effectively market,
sell or distribute our products, or if our relationships with any of such partners are disrupted, our business, financial
condition, results of operations and cash flows may be adversely affected.
Page 34 of 3909. Our top three states contribute our major revenue for the Financial year ended 31st March 2025, March 31st
2024, March 31st 2023. Any loss of business from one or more of these states may adversely affect our revenues
and profitability.
Our business operations span various regions across India and extend beyond international borders. Despite our
diversified presence, we have a significant dependency on Delhi, Uttar Pradesh and Haryana, which contributed
(100.00%, 91.86% and 94.36%) of our total revenue from operations for the financial years ending on March 31,
2025; March 31, 2024; and March 31, 2023, respectively.
Any factors relating to political and geographical changes in these states, growing competition and any change in
demand may adversely affect our business. We cannot assure that we shall generate the same quantum of business,
or any business at all, from these states, and loss of business from one or more of them may adversely affect our
revenues and profitability.
The contribution of top three states to our total revenue is as follows:
(Amount in ₹ Lakhs)
Anondita Medicare Limited M/s Anondita Healthcare (Proprietorship)
For the For the % of
% of % of % of
period year Revenue For the For the
State Revenue Revenue Revenue
ended ended from year ended year ended
from from from
March 31, March operations March 2024 March 2023
operations operations operations
2025 2024
Delhi 4469.17 73.85% - - 2,282.25 49.15% 1,852.69 51.59%
Uttar 1,504.46 24.86%
- - 1,705.03 36.72% 1,297.35 36.12%
Pradesh
Haryana 77.89 1.29% - - 278.13 5.99% 239.03 6.66%
Total 6051.52 100.00% - - 4,265.41 91.86% 3,389.07 94.36%
Revenue 6051.52 100%
from
- - 4,643.21 100% 3,591.49 100%
operatio
ns
However, it is important to note that the above table is not entirely reflective of the geographical reach of our
product. This is because one of our major clients, the Central Medical Services Society (CMSS), is a Central
Procurement Agency established with the Cabinet's approval on 24th August 2011, to streamline the drug
procurement and distribution system for the Department of Health & Family Welfare (DoHFW), under the
Ministry of Health and Family Welfare, Government of India.
CMSS procures high-quality health-sector goods from us, adhering to the directives of the Government of India,
and ensures timely and uninterrupted supply to State Governments and Union Territories. We supply goods to
various CMSS warehouses located across multiple states. However, these transactions are recorded as sales in
Delhi since CMSS is registered in Delhi.
For further information, please refer to the chapter titled “Our Business” on page 159 of this Prospectus.
Page 35 of 39010. Our Registered Office and Corporate Office are shared with our promoter group companies and the same are
not owned by us. Any termination of the relevant lease agreement in connection with such properties or our
failure to pay annual lease rental, the same could adversely affect our operations. If we are required to vacate
the same or if we are unable to renew our current leases, due to any reason whatsoever, it may adversely affect
our business operations.
We lease two properties for our operations, comprising our registered office in Delhi (India) and corporate
office/manufacturing facility in Noida, Uttar Pradesh (India).
The premises on which our Registered Office and Corporate Office is situated is shared with our promoter group
companies. The premises on which our Registered Office is currently situated is owned by our promoter, Mr.
Anupam Ghosh and the same has been occupied and used by us on lease basis vide lease deed dated July 25, 2024,
executed between our Company and Mr. Anupam Ghosh. Further, the same office is being used by 6 of our other
promoter group companies, the details of which are given in the table below.
In addition to our Registered Office, we also operate from our corporate office and manufacturing facility situated
at Noida, Uttar Pradesh which is also taken on leasehold basis. The premises on which our Corporate Office and
manufacturing facility is currently situated is owned by our Group entity, M/s Anondita Healthcare Products
Private Limited and the same has been occupied and taken by us on Lease vide Lease Agreement dated July 18,
2024, executed between our Company and our Group Entity, Ms. Anondita Healthcare Products Private Limited.
Further, the same office is being used by 1 of our other promoter group company, namely All India Condom
Manufacturer Association, the details of which are given in the table below
The details of our registered office, corporate office and branch office are as follows:
S. No. Details of the Property Lessor Lessee Use
Anondita Medicare
Limited
Anondita Healthcare
Products Private Limited
Flat no.704 Narmada Blk, N6,
Mr. Anupam Anondita Healthcare
1. Sec-D, Pkt-6 Vasant Kunj, New Registered Office
Ghosh Private Limited
Delhi, Delhi, India, 110070
Anondita Latex Products
(India) Private Limited
Anondita Healthcare and
Rubber Products India
Limited
Anondita Healthcare
(Partnership)
Page 36 of 390Anondita Suncity
Healthcare Private Limited
Corporate Office/
Anondita Anondita Medicare
Manufacturing
Healthcare Limited
D-001 Sector 80 G.B Nagar, Facility
2. Products
Noida, Uttar Pradesh 201305
Private All India Condom
Registered Office
Limited Manufacturer Association
We cannot assure you that we will be able to continue the above arrangements on commercially acceptable or
favourable terms in future. In the event we are required to vacate the current premises, we would be required to
make alternative arrangements for new premises and other infrastructure and facilities. We cannot assure that
the new arrangements will be on terms that are commercially favourable to us. If we are required to relocate our
business operations during this period, we may suffer a disruption in our operations or have to pay higher
charges, which could have an adverse effect on our business, prospects, results of operations and financial
condition. For details regarding such leasehold properties, please refer to chapter titled “Our Business” on page
159 of this Prospectus.
11. Our proposed capital expenditure relating to purchase of plant and machinery is subject to the risk of
unanticipated delays in implementation and cost overruns.
We intend to use a part of our Net proceeds towards purchase of plant and machinery, as given in “Objects of the
Issue” beginning on page no. 98 of this Prospectus. Our proposed capital expenditure relating to the purchase of
plant and machinery is subject to the risk of unanticipated delays in implementation. These delays can disrupt the
project timeline, delaying the operationality of critical additional manufacturing lines* that are essential for our
business operations. Additionally, delays may lead to increased costs as the company may need to allocate more
resources or extend contracts with the suppliers and or manufacturers of the machineries, to meet the revised
timeline. Further, developing a manufacturing line* involves complex, multi-phase steps with potential for scope
changes, unforeseen technical challenges, and additional requirements that emerge during the process. These
factors can lead to cost overruns, where the actual expenditure exceeds the initial budget. These financial burdens
can strain our budget, potentially requiring reallocation of funds from other critical areas or increasing our reliance
on external financing. There can be no assurance that we will be able to complete the aforementioned expansion
and additions in accordance with the proposed schedule of implementation and any delay could have an adverse
impact on our growth, prospects, cash flows and financial condition.
Further, it is hereby confirmed that there has been no instance of any unanticipated delays in implementation and/or
cost overruns in the past.
*A Manufacturing line is defined as a flow-oriented system consisting of multiple condom moulds which are
arranged in a specific order to optimize the production process of final products. For more details on the
manufacturing process please refer to Chapter titled ‘Our Business’ on page 159 of this Prospectus.
12. Our company’s Directors do have any experience of listed companies.
Our company’s Directors do not have experience with listed companies. This makes us more prone to fines,
penalties, or notices from regulatory authorities due to potential non-compliance. Such regulatory actions can
severely impact our reputation. Moreover, the directors might provide erroneous disclosures or fail to make
required intimations, which could mislead investors and other stakeholders. Overall, the absence of listed company
Page 37 of 390experience among our executive directors poses significant risks to compliance, governance, and our corporate
reputation
13. Our Company has entered into certain related party transactions in the past and may continue to do so in the
future.
As of March 31st, 2025, we have entered into several related party transactions with our Promoters, individuals
and entities forming a part of our promoter group relating to our operations amounting to an aggregate Rs. ___
Lakhs. In addition, we have in the past also entered into transactions with other related parties. However, the related
party transactions entered into with Promoters/ Directors/ Promoter Group are on arm length basis and are in
compliance with Section 188 of Companies Act, 2013 and other applicable laws and we confirm that the future
transactions shall be in compliance with Companies Act, SEBI Regulation etc.
For further details, please refer to the chapter titled “Financial Information – Restated Financial Information –
Restated Statement of Related Party Transactions” beginning on page 247. While we believe that all our related
party transactions have been conducted on an arm’s length basis as per the Companies Act, 2013, we cannot assure
you that we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. There can be no assurance that such transactions, individually or taken together, will not have an adverse
effect on our business, prospects, results of operations and financial condition, including because of potential
conflicts of interest or otherwise. In addition, our business and growth prospects may decline if we cannot benefit
from our relationship with them in the future.
14. We may be required to enter into strategic partnerships and acquisitions in the future, in relation to our growth
strategy. If we are unable to successfully identify and integrate acquisitions, our growth strategy and prospects
may be adversely affected.
We intend to utilise Rs. 2,015.87 Lakhs of our IPO proceeds for unidentified acquisitions. We have also mentioned
the same in the chapter titled “Our Objects” beginning on Page 98 of this Prospectus. Our Company may enter
into strategic acquisitions and takeovers that are complementary to our business operations, including opportunities
that can help us further improve our technology, profitability and market reach. These strategic acquisitions and
subsequent integrations of newly acquired businesses would require significant managerial and financial resources
and could result in a diversion of resources from our existing business, which in turn could have an adverse effect
on our growth, profitability and business operations. Acquired businesses or assets may not generate expected
financial results, integration opportunities, synergies and other benefits immediately, or at all, and may also incur
losses. The cost and duration of integrating newly acquired businesses could also materially exceed our
expectations, which could negatively affect our results of operation. We may also incur reputational or financial
losses to resolve outstanding litigations, contractual liabilities or financial indebtedness we inherit from our
strategic acquisitions. We may also face operational and structural integration challenges in integrating IT systems,
retaining relationships with key employees of acquired businesses, and increased regulatory and compliance
requirements. If any of such challenges are not resolved in our favour, we could lose opportunities in strategic
acquisitions and alliances, and our business, financial condition and results of operations will be materially and
adversely affected. We may face litigation, arbitral or other claims in connection with, or may inherit such claims
or liabilities, as a result of any strategic transaction, including claims from erstwhile employees, distributors,
customers, business partners or other third parties. Any inability to identify suitable acquisition, investment or
other strategic growth opportunities or to complete such transactions on commercially viable terms in the future
may adversely affect our competitiveness or growth prospects
Page 38 of 39015. There may be potential conflict of interests between Our Company, our Subsidiary, our Group Companies and
other venture or enterprises promoted by our promoter or directors (Our Promoter Group Companies).
The main business object/activities of our subsidiary, our group companies and our promoter group companies
viz, Anondita Healthcare and Rubber Products India Limited, Anondita Healthcare Products Private Limited,
Anondita Latex Products India Private Limited, Anondita Exultia Healthcare Private Limited, Anondita Healthcare
Private Limited permit them to undertake similar business to that of our business, which may create a potential
conflict of interest and which in turn, may have an implication on our operations and profits. Conflicts of interests
may arise in allocating business opportunities between our Company, our Subsidiary, our Group Company and
our Promoter group Companies’ activities in circumstances where their respective interests diverge. Further, our
Group Companies are allowed to carry on activities as per their MOA, which are similar to the activities carried
by our Company. Further, our Promoters Mr. Anupam Ghosh, Mrs. Sonia Ghosh, and Mr. Reshant Ghosh are
Directors on the board of our Subsidiary and our Group Companies. This may be a potential source of conflict of
interest in addressing business opportunities, strategies, implementing new plans and affixing priorities. In cases
of conflict, our Promoters may favour other companies in which they have an interest.
To mitigate these risks, it is essential to establish clear policies and procedures for identifying, disclosing, and
managing conflicts of interest. Implementing robust governance frameworks, including independent board
oversight and transparent reporting mechanisms, can help ensure that potential conflicts are addressed proactively
and transparently. Our company has executed a non-compete agreement dated September 09, 2024 with our
subsidiary, our group company and our promoter group companies (Anondita Healthcare and Rubber Products
India Limited, Anondita Healthcare Products Private Limited, Anondita Latex Products India Private Limited,
Anondita Exultia Healthcare Private Limited, Anondita Healthcare Private Limited) to mitigate potential risks that
may arise in the future.
16. Any problems in our quality control or manufacturing processes may damage our reputation, subject us to
regulatory action and expose us to litigation or other liabilities.
Pharmaceutical companies, such as ours, have obligations to, and are required to comply with the regulations and
quality standards stipulated by regulators, including the Department of Central Drugs Standard Control
Organisation (CDSCO), The Rubber Board, Ministry of Commerce & Industry and other regulatory agencies.
While there is no fixed frequency of inspections, our manufacturing facilities and products are subject to multiple
periodic inspection/audits by these regulatory agencies. Our products may be recalled due to quality issues and
changes in the relevant regulatory requirements. We may proactively take corrective measures such as voluntary
withdrawals of our products based on the outcome of the internal investigation of our manufacturing facilities or
our processes.
Further, we have not received any critical adverse remarks or critical adverse observations as a result of such
inspections over the last three Financial Years. However, we have, in the past, voluntarily withdrawn certain of
our products on a precautionary basis while maintaining communication with the CMSS, for whom we
manufacture condoms under the Nirodh brand.
While we maintain manufacturing and packaging process controls that enable us to assess any complaints or
concerns relating to our products and take corrective measures in a timely manner, we cannot assure you that we
will continue to be in compliance with the relevant regulatory requirements or quality control standards in the
future or that our products will not be recalled in the future. If we are not in compliance with relevant regulatory
requirements or quality control standards or if any of our products are recalled in the future, this may lead to loss
of customer loyalty, damage to our brands and exposure to expensive legal proceedings, which could adversely
affect our business, financial condition, cash flows and results of operations.
Page 39 of 390Further, we have had nil % sales return or complaints over the past three years regarding product quality or
manufacturing defects. Also, to ensure product quality and address any potential issues, the company has a well-
defined Standard Operating Procedure (SOP) for complaint resolution.
17. Our company has limited operational experience and as such we may not be able to evaluate our business on
the basis of past performance and compete in the industry due to limited history of our company.
Our company was incorporated on March 12, 2024 and thus has limited operational experience. Although, our
promoter, Mr. Anupam Ghosh, has 25 years of experience in the business of manufacturing and sale of condoms,
and our company had acquired the entire running business of the erstwhile proprietorship of our promoter, Mr.
Anupam Ghosh, along with its goodwill, customers, assets etc. However, the primary concerns include an
unproven past record and limited historical data, which may not allow to accurately reflect our future growth
prospects or operational results. The company’s success may rely heavily on the promoter’s expertise, raising
dependence and continuity risks. Limited operational data can make scalability and long-term growth difficult to
assess, and there may be challenges in adapting fully to industry regulations and compliance. Nonetheless, the
promoter’s extensive experience and the goodwill of the M/s Anondita Healthcare, the proprietorship whose
business has been acquired by our company, may help mitigate some of these risks by providing strategic direction,
industry insights, trusted suppliers, and loyal customers.
18. Our company operations require significant amount of working capital for our smooth day to day operations
and continuing growth of business. Any discontinuance or our inability to procure adequate working capital
timely and on favorable terms may have an adverse effect on our operations, profitability, and growth prospects.
Our Company’s business operations require a significant amount of working capital. In our business, working
capital is often required to procure raw material and packaging material, maintain our machineries and
manufacturing lines, and to pay salaries and wages of employees. In the event, we are unable to source the required
amount of working capital, we might not be able to efficiently satisfy the demand of our clients in a timely manner
or at all. Even if we are able to source the required amount of funds, we cannot assure you that such funds would
be sufficient to meet our cost estimates, which could have adverse effect on our financial conditions and results of
operations.
The details of our working capital for the Actual (Restated) and Projected period are as follows:
(Amount in Rs. lakhs)
Particulars March 31, March 31, March 31, March 31, March 31,
2023 2024 2025 2026 2027
(A) (A) (A) (P) (P)
Current Assets
Inventory 747.65 710.15 896.28 1,376.71 1,790.75
Trade Receivables 1,314.62 1,248.27 1,660.42 3,150.68 4,273.97
Other Current Assets 204.93 499.19 1,474.83 958.90 1,246.58
Cash & Cash Equivalent 25.95 26.72 25.56 228.35 383.88
Total 2,293.14 2,484.33 4,057.10 5,714.65 7,695.18
Current Liabilities
Trade Payables 455.23 500.67 352.58 900.00 1,154.59
Other Current Liabilities 79.67 90.34 134.74 227.55 292.04
Short Term Provisions 75.30 208.23 326.76 310.29 398.24
Page 40 of 390Total 610.20 799.24 814.09 1,437.84 1,844.87
WC Requirement 1,682.94 1,685.08 3,243.01 4,276.81 5,850.31
Short Term Borrowings 1,185.63 1,169.52 1,434.99 1,103.52 1,135.88
Internal Accruals** 497.31 515.56 1,808.02 1,923.29 2,464.43
IPO Proceeds - - - 1,250.00 2,250.00
**Internal Accruals include funds raised from issue of shares and cash accruals for the year if any.
There exist substantial requirement of working capital and financing in the form of fund and non-fund based
working capital facilities to meet our requirements. Our inability to maintain sufficient cash flow, credit facility
and other sourcing of funding, in a timely manner, or at all, to meet the requirement of working capital or pay our
debts, could adversely affect our financial condition and our results of operations.
19. We may be unable to obtain and maintain the intellectual property rights for our brands or be able to prevent
unauthorised use of trademarks obtained/ applied for by third parties, which may lead to the dilution of our
goodwill.
As on the date of this Prospectus, we do not have the logo of our company registered in the name of our company
and the same is used under a Right of Use granted by our promoter, Mr. Anupam Ghosh, under whose name the
logo is registered under the Trademarks Act, 1999. Also, the word mark of the name of our company ‘Anondita
Medicare’ is under the process of registration and has not yet been registered. As such, there is a risk that we may
not be able to effectively prevent unauthorized use of our trademarks by third parties, including those that have
obtained or applied for similar trademarks. If third parties use trademarks that are identical or confusingly similar
to ours, it can lead to the dilution of our brand’s goodwill and reputation.
Unauthorized use of our trademarks can create confusion in the marketplace, causing customers to mistakenly
associate inferior or unrelated products and services with our brand. This not only undermines the distinctiveness
of our trademarks but can also erode customer trust and loyalty, as any negative experiences with these
unauthorized products or services could be wrongly attributed to us.
Also, preventing trademark infringement, particularly in India, is difficult, costly and time consuming. The
measures we take to protect our trademarks may not be adequate to prevent unauthorized use by third parties,
which may affect our brand and in turn adversely affect our business, financial condition, results of operations and
prospects.
For further details on the intellectual property of our company, please refer the chapter titled “Our Business”
beginning on page 159 of this Prospectus.
20. Our company had certain delay in respect of payment of interest on loans to the, banks, FIs during the past
three years. Defaulting on payments or delayed payments pf loans amount could lead to legal action, loss of
collateral, and a damaged credit score, making it difficult for the company to secure financing in the future.
Our company has delayed the interest payments on the loans taken by us. These delayed loan payments could lead
to legal action, loss of collateral, and a damaged credit score, making it difficult for our company to secure
financing in the future. The lender may also take other actions such as imposing penalties, or increasing the interest
rate in the context of recovering the owed amount. This could affect our company's financials and business results
by damaging its credit score, incurring penalties and late fees, impacting cash flow, and potentially limiting future
access to loans, which can hinder growth and stability of the business. The details of the loans, the number of days
Page 41 of 390of delay in payment and the reason for defaults is as follows:
S Fin Del
Prin
. anci EMI ay
Loan cipal Reason for
N Bank al Month Insta in
Number Amo defaults
o Yea llme Da
unt
. r nt ys
I) Our company
1,78,
July, 1 had an ECS
703
24 mandate in place
FY for scheduled
202 1,78, 2 transactions.
Oct, 24
4-25 703 However, there
was a delay from
Dec,
1,78, 1 the bank's end in
24
703 processing the
ECS payments,
Aug, 1,78,
1 which impacted
23 703
the timelines of
Sept, 1,78,
25 certain
23 703
transactions.
1,78,
Oct,23 27
703
2.) Our company
1,78,
Nov,23 8 availed a loan for
703
our subsidiary,
1,78, Anondita
26
Dec,23 703 Healthcare &
Mone Jan,24 1,78, 26 Rubber Products
ywise 703 (I) Ltd., as the
SMEWB
Financ subsidiary was
R00SM0
1 ial 5,029 ineligible to
0000512
Servic ,853 secure a loan
1575
es Pvt. independently.
Ltd. Although the
FY subsidiary began
202 repaying the
3-24 loan, we
proposed
foreclosure to
expedite the
process.
However,
despite repeated
requests, the
foreclosure was
not processed in
a timely manner.
This delay
ultimately
resulted in
challenges and
delays in
meeting EMI
obligations.
IDFC 7294948 FY 2,86, As part of the
2 Oct,23 1
First 3 31,20 202 747 loan sanctioning
Page 42 of 390Bank 0,000 3-24 2,86, process, the bank
Nov,23 1
Ltd. 747 collected all
2,86, Post-Dated
Jan,24 3
747 Cheques (PDCs)
Aug, 2,08, in advance.
FY 24 097 2 These cheques
202 are deposited by
2,08,
4-25 Nov,24 1 the bank each
097
month for
2,08,
Sept,23 3 payment.
097
However, due to
IDFC 2,08,
Oct,23 2 the cheque
First 1229030 097
3 19,70 clearing process,
Bank 52 2,08,
0,000 FY Nov,23 4 there were
Ltd. 097
202 occasionally
2,08,
3-24 Dec,23 3 delays in
097
payment
2,08,
Feb, 24 2 clearance.
097
2,08,
Mar,24 1
097
1,47, 1) The company
2
Aug,23 482 had an ECS
1,47, mandate in place
1
Sept,23 482 for scheduled
1,47, transactions.
26
Oct,23 482 However, there
1,47, was a delay from
22
Nov,23 482 the bank's end in
processing the
ECS payments,
which impacted
the timelines of
Protiu
certain
m
transactions.
Financ
e
2.) Our company
Limite
GS002B FY availed a loan for
d 35,00
4 L011732 202 our subsidiary,
(Grow ,000
86 3-24 Anondita
th
Healthcare &
Sourc
Rubber Products
e 1,47,
Dec,23 27 (I) Ltd., as the
Financ 482
subsidiary was
ial)
ineligible to
secure a loan
independently.
Although the
subsidiary began
repaying the
loan, we
proposed
foreclosure to
expedite the
process.
However,
Page 43 of 390despite repeated
requests, the
foreclosure was
not processed in
a timely manner.
This delay
ultimately
resulted in
challenges and
delays in
meeting EMI
obligations.
I) The company
5,43,
Nov, 1 had an ECS
379
23 mandate in place
5,43, for scheduled
Dec,23 1
379 transactions.
Deuts
However, there
che 3000290 5,10, FY
was a delay from
5 Bank 3192001 00,00 202
the bank's end in
Ltd. 9 0 3-24
processing the
LAP-I 5,43,
Jan,24 1 ECS payments,
379
which impacted
the timelines of
certain
transactions.
Dec, 85,2 I) The company
1
23 36 had an ECS
mandate in place
for scheduled
Deuts transactions.
che However, there
3000290 FY
Bank 80,00 was a delay from
6 3192002 202
Ltd. ,000 85,2 the bank's end in
8 3-24 Jan,24 1
LAP- 36 processing the
II ECS payments,
which impacted
the timelines of
certain
transactions.
13,9 I) The company
Sept,23 6
FY 42 had an ECS
202 Nov, 13,9 mandate in place
ICICI LANOD 4
6801 3-24 23 42 for scheduled
7 Bank 0004468
60 transactions.
Ltd. 2675
FY 13,9 However, there
Jan 24 20
202 42 was a delay from
1-22 the bank's end in
processing the
13,9
Sept,23 6 ECS payments,
42
which impacted
ICICI LANOD FY
6801 the timelines of
8 Bank 0004468 202
60 13,9 certain
Ltd. 2921 3-24 Jan 24 20
42 transactions.
2.) Apart from
Page 44 of 390this, there were
excess EMIs
deducted by the
bank and we
requested to
adjust the same,
the bank later
provided us a
letter to adjust
the same against
the tenure.
30,8 I) The company
FY
Oct,23 62 5 had an ECS
202
30,8 mandate in place
3-24
Dec 23 62 12 for scheduled
ICICI LANOD
15,00 FY transactions.
9 Bank 0004193
,000 202 However, there
Ltd. 7008
1-22 was a delay from
FY the bank's end in
202 April 30,8 processing the
1-22 21 62 2 ECS payments,
ICICI LANOD FY which impacted
1 20,81 43,3
Bank 0004810 202 Oct ,23 17 the timelines of
0 ,000 43
Ltd. 4770 3-24 certain
transactions.
59,3
Oct,23 5 2.) Our company
28
availed a loan for
our subsidiary,
FY
Anondita
202
Healthcare &
3-24
Rubber Products
59,3
Dec 23 12 (I) Ltd., as the
28
subsidiary was
ineligible to
secure a loan
independently.
Although the
subsidiary began
ICICI LANOD
1 28,91 repaying the
Bank 0004810
1 ,000 loan, we
Ltd. 4770
proposed
foreclosure to
expedite the
process.
FY
April 59,3 However,
202 2
21 28 despite repeated
1-22
requests, the
foreclosure was
not processed in
a timely manner.
Additionally,
inadequate funds
were maintained
in the account
Page 45 of 390due to the
delayed
foreclosure,
which further
impacted the
repayment of
other EMIs. This
ultimately led to
challenges and
delays in
meeting overall
EMI obligations.
21. Any delay, interruption or reduction in the supply of our raw materials from our third-party suppliers and
manufacturers, or an increase in the costs of such raw materials, may adversely impact the pricing and supply
of our products and have an adverse effect on our business, financial condition, cash flows and results of
operations.
We depend on third-party suppliers for certain of our raw materials. The key raw materials that we use for our
manufacturing operations include Amonia NH3, Calcium Carbonate, Eunox, Caustic Soda, Sulphur for our
formulations, Latex key starting materials and other materials such as Silicon Oil, Tamol, Zinc, Magnesium etc
and packaging materials. The following table sets forth our raw materials costs, in absolute terms for the years
indicated, and as per the restated standalone financial information:
(Amount in Rs. Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Particulars
March 31,
March 31,2025 March 31, 2024 March 31, 2023
2024
Cost of Material Consumed 3,376.69 - 3147.09 2887.63
Total Expenses 4,644.07 0.38 4,140.27 3,567.21
% of Total Expenses 72.71% - 76.01% 80.95%
If there are any delays or disruptions in the manufacturing facilities of such third-party suppliers, our ability to
deliver certain products may be affected. Any of our third-party suppliers and manufacturers’ failure to adhere to
contractually agreed timelines, whether due to their inability to comply with, or obtain, regulatory approvals, or
otherwise, may result in delays and disruptions to our supplies, increased costs, delayed payments for our products
and damage to our reputation leading to an adverse effect on our cash flows and results of operations. In the past
three Financial Years, we have not experienced any significant disruptions in the supply of the raw materials.
22. We are subject to extensive government regulations which are also subject to change. If we fail to comply with
the applicable regulations prescribed by the governments and the relevant regulatory agencies, our business,
financial condition, cash flows and results of operations will be adversely affected.
We operate in a highly regulated industry and our operations, including our development, testing, research,
manufacturing, marketing and sales activities, are subject to extensive laws and regulations in India. For example,
the Drugs and Cosmetics Act, 1940, as amended (the “Drugs and Cosmetics Act”) regulates and prohibits the
import, manufacture and sale of certain drugs and cosmetics and also applies to the manufacturing of condoms.
Page 46 of 390Further, Schedule R of the Drugs and Cosmetics Rules, 1945 provides for ‘Standards for Condoms Made of Rubber
Latex Intended for Single Use and Other Mechanical Contraceptives’ wherein various aspects including the
description of the condoms, the material, the dimensions, the requirements for the average tensile strength
elongation at break, procedure for testing, sampling of condoms, labelling and packing of the same have been dealt
with in detail. As such, the company must adhere to these stringent regulations governing the manufacturing,
packaging, labeling, marketing, and distribution of condoms. Any changes or updates to these regulations could
require the company to alter its manufacturing processes or marketing strategies.
Any violations of the provisions of the Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945
including those pertaining to the manufacturing, packaging, labeling, marketing and distribution of condoms are
punishable by a fine, imprisonment or both. If we fail to comply with the applicable regulations, we may be subject
to penalties, incur increased costs, have our approvals and permits revoked or suffer a disruption in our operations.
For details of regulations and policies applicable to our business, see “Key Regulations and Policies” beginning
on page 187 of this Prospectus.
Further, the Government of India may implement new laws or other regulations and policies that could affect the
pharmaceutical industry, which could lead to new compliance requirements, including requiring us to obtain fresh
approvals and licenses from the Government of India. For instance, the draft of the Drugs, Medical Devices and
Cosmetics Bill, 2022 was proposed by the Ministry of Health and Family Welfare, Government of India in July
2022 to consolidate the law relating to the import, manufacture, distribution and sale of drugs, medical devices and
cosmetics as well as the law relating to clinical trials of new drugs and clinical investigation of investigational
medical devices in India, which may eventually replace the prevailing Drugs and Cosmetics Act. Any change in
the regulations, enforcement procedures or regulatory policies set by the relevant regulatory agencies could
increase the costs or time of development of our products and delay or prevent sales of our products.
23. We are required to obtain, maintain or renew our statutory and regulatory approvals, licenses, and registrations
to operate our business.
We are required to obtain and maintain a number of statutory and regulatory permits and approvals under central,
state and local government rules in India, including regulations implemented by regulators such as the Central
Drugs Standard Control Organisation of the Ministry of Health and Family Welfare (“CDSCO”), the Rubber
Board, Ministry of Commerce and Industry; State Drug Licensing Authority, among others. Such requisite
licenses, permits and authorizations pertain to the manufacturing industry and include, among others,
manufacturing permits, factory licenses, and environmental, health and safety permits, such as those required under
the Factories Act, 1948, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control
of Pollution) Act, 1981, each as amended. We are also required to comply with the regulations and quality
standards stipulated by regulators in jurisdictions where we market and sell our products from time to time and
have ongoing obligations to regulatory authorities in such markets.
The cost of acquiring authorizations and approvals for conducting our business can be substantial. While we have
not had any material instances of failure to obtain, maintain or renew approvals, licenses, and registrations required
to conduct our businesses in India, we cannot assure you that approvals, licenses and registrations will be
successfully granted or renewed in the future. We also cannot assure you that they will not be suspended or revoked
in the future. Failure to obtain, maintain or renew the approvals, licenses and registrations required to operate our
business could adversely affect our business, financial condition, cash flows and results of operations.
24. Our inability to accurately forecast demand for our products and manage our inventory may have an adverse
effect on our business, financial condition, cash flows and results of operations.
Page 47 of 390Our production and distribution processes rely on anticipating product demand based on feedback from our
marketing team and distributors. Accurately assessing market demand requires substantial investment in our sales
and marketing network, as well as in the training of our marketing staff. Our business success is closely tied to
how well we can estimate the demand for our products from customers. The following table sets forth details of
our inventory levels, as per our Restated Standalone Financial Information, as of and for the years indicated:
(Amount in Rs. Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Particulars
March 31,
March 31, 2025 March 31, 2024 March 31, 2023
2024
Inventories 896.28 - 710.15 747.65
Current Assets 4,057.10 10.00 2,484.33 2,293.14
Inventories as a percentage of
22.09% - 28.59% 32.60%
Current Assets (%)
While we strive to forecast demand as accurately as possible and plan production volumes accordingly, there is no
guarantee that our estimates will always be precise. If we underestimate demand or lack sufficient production
capacity, we may manufacture fewer quantities of products than required and be unable to meet the demand for
our products, which could result in the loss of business or constraints in cash flows. We have not experienced any
material instances of financial losses due to incorrect forecasting for demand of our products in the past three
Financial Years.
25. Our Company has revalued its assets in the past.
Our Company has undertaken asset revaluations in the past. However, our company has not issued any equity
shares from revaluation reserve. For further details, please refer to the chapter titled “Our History and Certain
Other Corporate Matters” on page no. 201 of this Prospectus. While we believe that all our revaluations have been
conducted as per the Companies Act, 2013 and relevant accounting standards. There can be no assurance that such
transactions, individually or taken together, will not have an adverse effect on our business, prospects, results of
operations and financial condition.
26. Any disruption, slowdown or shutdown in our manufacturing operations could adversely affect our business,
financial condition, cash flows and results of operations.
As of March 31st , 2025, we operate a single manufacturing facility in Noida, Uttar Pradesh. The success of our
business heavily depends on our ability to efficiently manage this facility, which faces various risks and challenges,
including equipment breakdowns, industrial accidents, increasing costs for raw materials, consumables, labor, and
difficulties in reaching optimal production levels. Other potential issues include product quality concerns,
disruptions in power or water supply, delays in obtaining or renewing required approvals, and external factors such
as extreme weather, natural disasters, labor strikes, or civil unrest. Additionally, changes in state or local
government regulations and policies where our manufacturing facility is located may impact our operations.
Any of the above potential event could negatively affect our ability to meet our business commitments, impacting
earnings during the affected period. Although we have not faced such disruptions in the past, we cannot guarantee
that our operations will continue smoothly in the future. Our inability to effectively respond to any such disruption,
slowdown or shutdown, and rectifying any disruption in a timely manner and at a reasonable cost, could result in
us being unable to satisfy our contractual commitments, which could have an adverse effect on our business,
financial condition, cash flows and results of operations.
Page 48 of 39027. Any failure to maintain and enhance, or any damage to, our brands, product image or reputation could
adversely affect the market recognition of, and trust in, our products.
Our business prospects depend on our ability to build, maintain and enhance our brands, product image and
reputation, which in turn depend on our ability to effectively control our product quality and effectiveness, increase
brand recognition among existing and potential customers through various means of marketing activities and
effectively protect our intellectual property rights. We cannot assure you that we will be able to maintain our
existing brand recognition, increase the covered market presence of our brands or continue to expand the brands
in our portfolio. Furthermore, any unintended negative publicity in relation to our products or our brand
ambassadors would damage our brands, product image and reputation. However, we cannot assure you that our
campaigns or similar advertisements will not be continuously scrutinized by the public or extensively regulated by
the Government of India in the future, which may in turn affect our reputation and increase our marketing and
compliance costs.
28. We may be required to make substantial investments in brand ambassadors, product design, marketing,
advertising, community relations and employee training.
For the Financial Years 2025, 2024 and 2023, we incurred advertising expenses of ₹56.80 lakhs, ₹0.08 lakhs, and
₹0.26 lakhs, respectively, representing 3.13%, 0.002%, and 0.007% of our total expenses for these years,
respectively (On the basis of Restated Standalone Financial Statements). Although, our advertising and business
promotion expenses are a meagre percentage of our total expenses for the past two financial years and for the stub
period, the increase in advertising expenses from FY 2024 to FY 2025 represents a staggering 73668.44% increase
in a span of twelve months. This is primarily due to the hiring of celebrity faces as brand ambassadors to endorse
our brand, who charge a premium over and above other means of advertising and marketing. We have also spent
a considerable amount of money to enhance our digital visibility and online presence. However, our efforts to
market our brands may not always achieve the desired success, and if these investments and initiatives are not
well-timed with market opportunities or effectively executed, our operational results could be impacted. As we
continue to look for new opportunities and face growing competition, we expect that maintaining and strengthening
our brands will require ongoing effort and could result in substantial costs for the business. If our marketing
activities fail to yield the intended results, or we fail to maintain or enhance our brand recognition and reputation
or increase positive awareness of our products, or the quality of our products declines, our business, financial
condition, cash flows and results of operations may be adversely affected.
29. Certain Loans and Borrowings are reported in the financial statements of our company but have not actually
been transferred in the name of our company.
Our Company was incorporated as a Public Limited Company under the name “Anondita Medicare Limited” on
March 12, 2024. Prior to this, the business of the company was run by our current promoter, Mr. Anupam Ghosh,
as a sole proprietorship under the name of M/s Anondita Healthcare. Further, the entire business of M/s Anondita
Healthcare, including all assets and liabilities, were transferred to our company, Anondita Medicare Limited, vide
Business Transfer Agreement dated April 01, 2024.
As such, certain loans and borrowings are recorded under the name of "M/s Anondita Healthcare" in the records
of banks, financial institutions, and lenders. The inclusion of borrowings and loans that have not yet been
transferred poses a considerable financial risk, leading to uncertainty around the company’s operations, liquidity,
and potentially weakening trust in its financial integrity. However, our company has already initiated the process
Page 49 of 390of transferring these borrowings and loans in the name of the company i.e. “Anondita Medicare Limited”.
30. If we do not successfully develop or commercialize new products in a timely manner, or if the products that we
commercialize do not perform as expected, our business, results of operations and financial condition may be
adversely affected.
Our growth strategies and success depend significantly on our ability to develop and commercialize new niche and
complex products in a timely manner. Although, we are one of the few companies globally to formulate and patent
female condoms, the development and commercialization processes are both time consuming and costly, and
involves a high degree of business risk. Commercialization of such new products may prompt operational changes
in our existing manufacturing setup or require new manufacturing facilities which will increase our fixed costs.
During these periods, our competitors may be developing similar products of which we are unaware that could
compete directly or indirectly with our products under development. Additionally, we may not be able to achieve
the first-to-market stage if our competitors commercialize similar products before us. Such unforeseen competition
may hinder our ability to effectively plan the timing of our product development, which could have an adverse
impact on our results of operations and financial condition.
31. Our Company is yet to place orders for the machineries for our proposed object of capital expenditure related
to purchase of machinery, as specified in the Objects of the Issue. Any delay in placing orders, procurement of
machineries etc. may delay our implementation schedule and may also lead to increase in price of these plant
& machineries, further affecting our revenue and profitability.
Our Company has not yet placed orders for any of the machinery necessary for our proposed object of capital
expenditure related to purchase of machinery as outlined in the Objects of the Issue. Any delays in the ordering or
procurement process could hinder our implementation schedule, potentially resulting in increased costs for these
assets. Such delays may adversely affect our operational timelines and could lead to a reduction in revenue and
profitability. We recognize that fluctuations in market conditions may further exacerbate these risks, impacting
our ability to achieve our strategic goals within the anticipated timeframe. Also, since we intend to purchase some
of our machineries from China, changes in foreign exchange rated might also lead to increase in procurement costs,
thereby affecting our capex estimates and ultimately our revenue and profitability.
32. Our success depends on our ability to retain and attract qualified senior management and other key personnel,
and if we are not able to retain them or recruit additional qualified personnel, we may be unable to successfully
develop our business.
Our performance depends largely on the efforts and abilities of our individual Promoters, senior management and
other key personnel. Our Promoter and Managing Director, Mr. Anupam Ghosh has 25 years of experience in the
healthcare products manufacturing industry. Our Promoter and Executive Directors, Mrs. Sonia Ghosh has 10 years
of experience in administrative activities and human resources management meanwhile Mr. Reshant has 3 years of
experience in marketing, respectively. Further, our Chief Financial Officer, Ms. Sunita Naithani has an experience
of 20 years in finance industry and our Company Secretary and compliance officer, Ms. Nutan Agrawal, has an
experience of 5 years as practicing company secretary.
We believe that the inputs and experience of our individual Promoters, senior management and key managerial
personnel are valuable for the growth and development of business and operations and the strategic directions
taken by our Company. Competition among pharmaceutical companies for qualified employees is intense, and the
ability to retain and attract qualified individuals is critical to our success. Furthermore, as we expect to continue to
expand our operations and develop new products, we will need to continue to attract and retain experienced senior
Page 50 of 390management and sales personnel.
We may also be required to increase our levels of employee compensation more rapidly than in the past to remain
competitive in attracting employees for our business needs. We cannot assure you that we will be able to recruit
and retain qualified and capable employees or find adequate replacements in a timely manner, or at all. If we lose
the services of any of member of our management team or key personnel, we may be unable to locate suitable or
qualified replacements, and may incur additional expenses to recruit and train new personnel. The loss of the
services of such persons may have an adverse effect on our business, financial condition, cash flows and results of
operations.
33. The pharmaceutical and consumer healthcare industries are intensely competitive and if we are unable to
respond adequately to the increased competition or pricing pressure we expect to face, we could lose market
share and our revenues and profits could decline, which would in turn adversely affect our business.
The pharmaceutical and consumer healthcare industries are highly competitive with several major pharmaceutical
companies present. Our products face intense competition from products commercialized or under development
by competitors in pharmaceuticals and consumer healthcare industries. We may not be able to sustain our market
position and market share as we compete with regional or multi-national companies. If our competitors gain
significant market share at our expense, particularly in the male contraceptive category which contribute to a
significant portion of our total revenue, our business, financial condition, cash flows and results of operations could
be adversely affected.
34. If any of our product comes out to be damaged or is damaged during the course of use, it could cause serious
reputational damage as well as product recalls, and our business, financial condition, cash flows and results
of operations could be adversely affected.
Although our products undergo significant quality testing procedures as mandated, defective products not detected
by our quality management system or misuse of our products by consumers could reduce their effectiveness. Our
products may be perceived to be ineffective and the product user may face a number of consequences, including:
• Unwanted pregnancies;
• Risk of Sexually Transmitted Diseases (“STD’s”), including HIV.
This could result in a significant decrease in the demand for, and sales of, the relevant products; and may even
result in the recall or withdrawal of the relevant products, withdrawal or cancellation of regulatory approvals for
the relevant products or the relevant manufacturing facility. This would damage our brand and reputation; and
expose us to lawsuits and regulatory investigation relating to the relevant products that result in liabilities, fines or
sanctions. As a result, our business, financial condition, cash flows and results of operations could be adversely
affected. However, we have not faced or had been reported about any product damages during production or during
use, in the past.
35. Reliance has been placed on declarations and affidavits furnished by the promoters and directors for details of
their profiles included in this Prospectus.
Reliance has been placed on undertakings and affidavits furnished by the promoters and directors to disclose details
of their experience in this Prospectus and we have not been able to independently verify these details. Therefore,
we cannot assure you that all information relating to the educational qualifications and experiences of our Promoter
and Director included in this Prospectus is complete, true and accurate.
36. Improper handling of goods at our facilities could damage our reputation and have an adverse effect on our
Page 51 of 390business, results of operations and financial condition.
We remain susceptible to risks associated with the improper handling of goods at our facilities. Any shortcoming
due to fraudulent activities, theft, negligence, human error, or otherwise by our labour force could damage our
reputation, adversely affecting our business, financial condition and results of operations. Further, such activities
may also result in legal proceedings being initiated against us, irrespective of whether such allegations have any
factual basis.
37. Our inability to deliver products in a timely manner may affect our reputation and business prospects.
Time is of the essence in our business. Our operations are dependent upon timely pick-up and delivery of products
that are stored in our warehouses. However, delivery of such products may be subject to delays including due to
factors beyond our control. Any delay in the delivery of products may result in a breach of the contract with the
relevant customer and may be grounds for penalties, fines, other damages or termination of such contract. Any
inability to retain our customers may harm our reputation and will have an adverse effect on our financial
performance and business prospects.
38. We are exposed to government price controls which could negatively affect our results of operations.
In addition to normal price competition, the prices of certain of our products are or may be restricted by price
controls imposed by governments and healthcare providers in India, or in other countries to which we export our
products. Price controls can operate differently across countries and can cause wide variations in prices between
markets. The existence of price controls may limit the revenue we earn from certain of our products.
39. We are subject to the risk of loss due to fire, accidents and other hazards as the raw materials used in our
manufacturing process are highly flammable and hazardous.
We handle and use hazardous materials in our manufacturing activities. The improper handling or storage of these
materials could result in fire, accidents, injure our personnel and damage our property and/or the environment.
Any accident at our facilities may result in personal injury or loss of life, substantial damage to or destruction of
property and equipment resulting in the suspension of operations. In addition, we may be required to incur costs
to remedy the damage caused, pay fines or incur other penalties for non-compliance. While we have not
encountered any such material incidents in the past from the improper handling of flammable and hazardous
materials, we cannot assure you that fires and other accidents will not occur at our manufacturing facilities in the
future or that our safety measures are effective against preventing such accidents. Any accident at our facilities
may result in personal injury or loss of life as well as substantial damage to or destruction of property and
equipment. Further, in the event that any of our manufacturing facilities or operations at such manufacturing
facilities are shut down or suspended, we may continue to incur costs in remedying the damage, rebuilding our
existing facilities, repeat production of damaged inventory and continuing to pay labor compensation and other
costs, despite such closure or suspension.
While we maintain adequate insurance policies to guard against losses caused to stock of latex, non-hazardous
chemicals, condoms, raw materials; the insurance coverage may not be sufficient to cover all of our potential
losses. If we suffer a large uninsured loss or if we suffer an insured loss that significantly exceeds our insurance
coverage, our financial condition and results of operations may be adversely affected. For more details on our
insurances, please refer to chapter titled ‘Our Business’ on page 159 of this Prospectus.
40. We are exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments
Page 52 of 390may adversely impact our business, financial condition, cash flows and results of operations.
Due to the nature of, and the inherent risks in, the agreements and arrangements with our customers, we are subject
to counterparty credit risk, including significant delays in receiving payments or non-receipt of payments. We
extend credit to our customers in respect of our products sales, and, consequently, we face the risk of the uncertainty
regarding the receipt of these outstanding amounts. We typically have credit terms of 90 to 120 days for our
condoms sold under the Nirodh brand to CMSS/government institutions and we receive advance payments for the
condoms sold under our brand name ‘Cobra’. As such, we cannot assure you that we would be able to accurately
assess the creditworthiness of our customers. Further, macroeconomic conditions, which are beyond our control,
could also result in financial difficulties for our customers, including limited access to the credit markets,
insolvency or bankruptcy. Our customers may delay payment, request modifications to their payment terms, or
default on their payment obligations to us, all of which could increase our trade receivables and/or write-offs of
trade receivables.
41. We may not be able to detect or prevent fraud or other misconduct committed by our employees or third parties.
Fraud or other misconduct by our employees, such as unauthorized business transactions, leaking of confidential
information especially in relation to products under development, and breach of any applicable law or our internal
policies and procedures, may be difficult to detect or prevent. It could subject us to financial loss and sanctions
imposed by government authorities while seriously damaging our reputation. Although, in the past, we have not
terminated employment of any of our employees owing to misconduct, fraudulent conduct and/or breach of our
Company’s code of conduct, we cannot assure you that fraud or other misconduct will not occur in the future. Any
such deficiencies could materially and adversely affect our business, reputation, financial condition and prospects.
42. We have contingent liabilities and capital commitments. Our financial condition could be adversely affected if
any of these contingent liabilities or capital commitments materialize.
Below are the contingent liabilities of our company for the financial years ended 2025, 2024 and 2023 as disclosed
in our restated standalone financial statements in accordance with applicable accounting standards:
(Amount in Rs. Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Particulars For the year For the year For the year For the year
ended 31 ended 31 ended 31 March, ended 31
March, 2025 March, 2024 2024 March, 2023
a. Estimated amount of contracts
remaining to be executed and not - - - -
provided for
b. Claims against the Company 70.62
- 65.68 60.73
not acknowledged as debt
c. Bank Guarantees 87.39 - - -
d. Outstanding Tax Demand with
Respect to any Revenue - - - -
Authorities
Capital commitment
Estimated amount of contracts
remaining to be executed on
89.87 - - -
capital account and not provided
for:.
Page 53 of 390The above contingent liability has been recognised following the petition filed against M/s Anondita Healthcare
(the erstwhile proprietorship of our promoter, Mr. Anupam Ghosh) for certain outstanding disputed payments from
M/s Anondita Healthcare. For more details on the said matter, please refer to the chapter titled “Outstanding
Litigations and Material Developments” beginning on page 278 of this Prospectus.
In the event, that any of these contingent liabilities or a significant proportion of these contingent liabilities
materialize, our future financial condition, result of operations and cash flows may be adversely affected. For
further information about the contingent liabilities, please refer to the chapter titled “Financial Statements as
Restated” on page 247 of this Prospectus.
43. Our Promoters will be able to exercise significant influence and control over us after the IPO and may have
interests that are different from or conflict with those of our other shareholders.
Our Promoter and Promoter Group will continue to collectively hold 61.71% of the post issue equity share capital
of the company. By virtue of their shareholding, our Promoters will have the ability to exercise significant control
and influence over our Company and our affairs and business, including the appointment of Directors, the timing
and payment of dividends, the adoption of and amendments to our Memorandum and Articles of Association, the
approval of a merger or sale of substantially all of our assets and the approval of most other actions requiring the
approval of our shareholders. The interests of our Promoters may be different from or conflict with our interests
or the interests of our other shareholders in material aspects and, as such, our Promoters may not make decisions
in our best interests, and there is no assurance that such action will not have any adverse effect on our future
financials or results of operations.
44. Information relating to the installed manufacturing capacity, actual production and capacity utilization of our
manufacturing units included in this Prospectus are based on various assumptions and estimates and future
production and capacity may vary.
Information relating to the installed manufacturing capacity, actual production and capacity utilization of our
manufacturing units included in this Prospectus are based on various assumptions and estimates of our
management that have been taken into account by an independent chartered engineer in the calculation of the
installed manufacturing capacity, actual production and capacity utilization of our manufacturing units. For details,
please see “Our Business – Manufacturing Facilities – Capacity and Capacity Utilization” on page 159.
45. Our insurance coverage in connection with our business may not be adequate and may adversely affect our
operations and profitability.
Our Company has obtained insurance coverage in respect of its employees. For further details in relation to our
Insurance, please refer to the section titled - Insurance in the chapter titled “Our Business” beginning on page 159
of this Prospectus. The insurance policies are renewed periodically to ensure that the coverage is adequate,
however, our insurance policies do not cover all risks. There can be no assurance that our insurance policies will
be adequate to cover the losses in respect of which the insurance has been availed. If we suffer a significant
uninsured loss or if insurance claim in respect of the subject-matter of insurance is not accepted or any insured loss
suffered by us significantly exceeds our insurance coverage, our business, financial condition and results of
operations may be materially and adversely.
Page 54 of 39046. Certain Agreements, deeds, licenses, certificates and other assets may be in the previous name of the company,
we have to update the name of our company in all the statutory approvals and certificates due to the conversion
of our Company.
Our company, Anondita Medicare Limited was incorporated on March 12, 2024. Prior to the formation of our
company, our current promoter, Mr. Anupam Ghosh was carrying on the business as a sole proprietorship under
the name of M/s Anondita Healthcare, which was taken over by our company on a going concern basis vide
Business Takeover Agreement dated April 01, 2024. As such, certain agreements, deeds, licenses and certificates
may be in the previous name of the sole proprietorship and we must update the name of our Company on all of our
statutory approvals and certificates.
However, we cannot guarantee that we will be able to update all these in a timely manner and in case of failure to
do so, it may affect our company’s business and operations. Further, we may also face legal and financial
complications, increased compliance costs, which may have an adverse effect on our company’s financial
condition and performance. For further details on licenses, certificates etc. which are pending updation with the
name of our company, Anondita Medicare Limited please refer to the chapter titled “Government and other
Approvals” beginning on page 287 of this Prospectus.
47. In addition to normal remuneration, other benefits and reimbursement of expenses, some of our Directors
(including our Promoters) are interested in our Company to the extent of their shareholding and dividend
entitlement in our Company.
Some of our Directors (including our Promoters) are interested in our Company to the extent of their shareholding
and dividend entitlement in our Company, in addition to normal remuneration or benefits and reimbursement of
expenses. As a result, our directors will continue to exercise significant control over our Company, including being
able to control the composition of our board of directors and determine decisions requiring simple or special
majority voting, and our other Shareholders may be unable to affect the outcome of such voting. We cannot assure
you that our directors or our Key Management Personnel would always exercise their rights as shareholders to the
benefit and best interest of our Company, thereby adversely affecting our business and results of operations and
prospects.
For further details on the shareholding of our Director’s who are also the Promoters of our Company, please refer
to the Chapter titled “Our Management” beginning on page 207 of this Prospectus.
48. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.
We propose to utilise the Net Proceeds towards the objects of the Company as mentioned in chapter titled “Objects
of the Issue” beginning on page 98. At this stage, we cannot determine with any certainty if we would require the
Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment,
business conditions, economic conditions or other factors beyond our control. In accordance with Sections 13(8)
and 27 of the Companies Act, 2013, we cannot undertake any variation in the utilisation of the Net Proceeds
without obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances
that require us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain
the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’
approval may adversely affect our business or operations.
Further, our Promoters would be liable to provide an exit opportunity to shareholders who do not agree with our
proposal to change the objects of the Issue or vary the terms of such contracts, at a price and manner as prescribed
Page 55 of 390by SEBI. Additionally, the requirement of our Promoters to provide an exit opportunity to such dissenting
shareholders may deter the Promoters from agreeing to the variation of the proposed utilisation of the Net Proceeds,
even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters or the
controlling shareholders of our Company will have adequate resources at their disposal at all times to enable them
to provide an exit opportunity at the price prescribed by SEBI.
49. Our Company is subject to foreign exchange control regulations which can pose a risk of currency fluctuations.
Our Company has in the past undertaken export of face masks and gloves and as such was involved in business
transactions with international clients located globally and had to conduct the transactions in accordance with the
rules and regulations prescribed under FEMA. We cannot guarantee that we would not undertake exports in the
future and our international operations as such would make us susceptible to the risk of currency fluctuations,
which may directly affect our operating results. In case we are unable to adhere to the timelines prescribed under
the applicable laws or are unable to mitigate the risk of currency fluctuation, it may adversely affect our business,
results of operations, financial conditions and cash flows.
50. Our Company has not paid any dividends in the past 3 financials years and our ability to pay dividends in the
future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.
Our ability to pay dividends in future will depend on our earnings, financial condition, and capital requirements.
Our business is working capital intensive, and declaration of dividend will depend upon the financial performance
of our Company at the time of declaration. We may be unable to pay dividends in the near or medium term, and
our future dividend policy will depend on our capital requirements and financing arrangements (if any) in respect
of our operations, financial condition, and results of operations. Our Company has not declared dividends in the
past and there can be no assurance that our Company will declare dividends in the future. For further details, please
refer to the chapter titled “Dividend Policy” on page 246 of this Prospectus.
51. Industry information included in this Prospectus has been derived from industry reports from various websites.
The reliability on the forecasts of the reports could be incorrect and would significantly impact our operations.
We have relied on the reports of certain independent third parties for the purpose of inclusion of such information
in this Prospectus. These reports are subject to various limitations and based upon certain assumptions that are
subjective in nature. We have not independently verified data from such industry reports and other sources.
Although we believe that the data may be considered to be reliable, their accuracy, completeness and underlying
assumptions are not guaranteed, and their dependability cannot be assured. While we have taken reasonable care
in the reproduction of the information, the information has not been prepared or independently verified by us or
any of our respective affiliates or advisors and, therefore, we make no representation or warranty, express or
implied, as to the accuracy or completeness of such facts and statistics. Due to possibly flawed or ineffective
collection methods or discrepancies between published information and market practice and other problems, the
statistics herein may be inaccurate or may not be comparable to statistics produced for other economies and should
not be unduly relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with
the same degree of accuracy as may be the case elsewhere. Statements from third parties that involve estimates are
subject to change, and actual amounts may differ materially from those included in this Prospectus.
52. Our Company’s future funding requirements, in the form of further issue of capital or other securities and/or
loans that might be availed by us, may turn out to be prejudicial to the interest of the shareholders depending
upon the terms and conditions on which they are raised.
Page 56 of 390We may require additional capital from time to time depending on our business needs. Any further issue of Equity
Shares or convertible securities would dilute the shareholding of the existing shareholders and such issuance may
be done on terms and conditions, which may not be favourable to the then existing shareholders. If such funds are
raised in the form of loans or debt or preference shares, then it may substantially increase our fixed
interest/dividend burden and decrease our cash flows, thus adversely affecting our business, results of operations
and financial condition.
53. The average cost of acquisition of Equity Shares by our Promoters is lower than the issue price.
Our Promoters’ average cost of acquisition of Equity Shares in our Company is lower than the Issue Price of the
shares proposed to be offered though this Prospectus. For further details regarding average cost of acquisition of
Equity Shares by our Promoters in our Company, please refer to chapter titled ‘Capital Structure’ page no. 80 of
this Prospectus.
54. There are certain restrictions on daily movements in the price of Equity Shares, which may adversely affect a
shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.
Following the Issue, we will be subject to a daily circuit breaker imposed by NSE, which does not allow
transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates
independently of the index-based, market-wide circuit breakers generally imposed by SEBI on Indian stock
exchanges. The percentage limit on our circuit breakers will be set by the stock exchange based on the historical
volatility in the price and trading volume of the Equity Shares. This circuit breaker will limit the upward and
downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance can be
given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity
Shares at any particular time.
55. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity
Shares may not develop.
The price of the Equity Shares on the Stock Exchanges may fluctuate as a result of the factors, including:
• Volatility in the Indian and global capital market;
• Company’s results of operations and financial performance;
• Performance of Company’s competitors,
• Adverse media reports on Company or pertaining to our Industry;
• Changes in our estimates of performance or recommendations by financial analysts; and
• Significant developments in India’s economic and fiscal policies;
Current valuations may not be sustainable in the future and may also not be reflective of future valuations for our
industry and our Company. There has been no public market for Equity Shares and the prices of the Equity Shares
may fluctuate after this Issue. There can be no assurance that an active trading market for the Equity Shares will
develop or be sustained after this Issue or that the price at which the Equity Shares are initially traded will
correspond to the price at which the Equity Shares will trade in the market subsequent to this Issue.
56. Market price of our share will be decided by market forces and issue price of equity share may not be indicative
of the market price of our share price after the issue.
After listing and trading permission of equity shares, the price of the shares shall be driven by free market forces.
The market price of a company's share is determined by the forces of supply and demand in the stock market.
These forces are influenced by a variety of factors, including the company's financial performance, industry trends,
Page 57 of 390economic conditions, and investor sentiment.
When a company issues equity shares, it sets an issue price based on various factors such as the company's
valuation, the prevailing market conditions, and the demand for its shares. However, the issue price is not
necessarily indicative of the market price of the shares after the issue.
Once the shares are listed on the stock exchange, their price is determined by the forces of supply and demand in
the market. If there is strong demand for the shares, the price may rise above the issue price, and if there is weak
demand, the price may fall below the issue price. Therefore, while the issue price of equity shares provides a
starting point for the company's valuation, it is not necessarily a reliable indicator of the market price of the shares
after the issue. Investors should carefully evaluate all relevant factors and information before making investment
decisions in the stock market.
External Risk Factors
57. Changes in technology may render our current technologies obsolete or require us to make substantial capital
investments.
The industry in which we operate is continually changing due to technological advances, scientific discoveries and
novel chemical processes, with constant introduction of new and enhanced products. These changes result in the
frequent introduction of new products and significant price competition. Although we strive to maintain and
upgrade our technologies, facilities and machinery consistent with current international standards, we cannot
assure you that we will be able to successfully make timely and cost effective enhancements and additions to our
technological infrastructure, keep up with technological improvements in order to cater for the specific of our new
products, geographical requirements, marketing needs, our customers’ needs or that the technology developed by
others will not render our products less competitive or attractive. In addition, the new technologies we adopt from
time to time may not perform as expected. The cost of implementing new technologies for our operations could be
significant, which could adversely affect our business, financial condition, cash flows and results of operations.
58. Future Outbreaks of contagious diseases, such as the recent outbreak of COVID-19, may have a material
adverse effect on our business, financial condition, results of operations, cash flows and prospects.
India experienced multiple waves of COVID-19 which had impacted global supply chains and resulted in shortages
of materials and components used in the manufacturing operations and an inability to meet the manufacturing
targets and this impact continues till date. The COVID-19 pandemic had resulted in restrictions on travel and
transportation and prolonged closures of workplaces, businesses and schools, with employees being asked to work
from home and citizens being advised to stay at home. Consequently, there was a significant disruption in
attendance at the manufacturing facilities.
There can be no assurance that any future outbreak of contagious diseases will not have a material adverse effect
on our business, financial condition, results of operations, cash flows and prospects.
59. Changes in the Government Policy could adversely affect economic conditions in India generally and our
business in particular.
Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates, changes
in Government policy, taxation, social and civil unrest and other political, economic or other developments in or
affecting India. Elimination or substantial change of policies or the introduction of policies that negatively affect
the Company’s business could cause its results of operations to suffer. Any significant change in India’s economic
Page 58 of 390policies could disrupt business and economic conditions in India generally and the Company’s business in
particular.
60. A slowdown in economic growth in India could adversely affect our business, results of operations, financial
condition, and cash flows.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth
and market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in
which we operate. Demand for our services may be adversely affected by an economic downturn in domestic,
regional and global economies. Economic growth in the country in which we operate is affected by various factors
including domestic consumption and savings, balance of trade movements, namely export demand, global
economic uncertainty and liquidity crisis, volatility in exchange currency rates. Consequently, any future
slowdown in the Indian economy could harm our business, results of operations, financial condition and cash
flows.
61. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.
Inflation is typically impacted by factors such as governmental policies, regulations, commodity prices, liquidity
and global economic environment. Any change in the government or a change in the economic and deregulation
policies could adversely affect the inflation rates. Continued high rates of inflation may increase our costs such as
salaries, travel costs and related allowances, which are typically linked to general price levels. There can be no
assurance that we will be able to pass on any additional costs to our clients or that our revenue will increase
proportionately corresponding to such inflation. Accordingly, high rates of inflation in India could have an adverse
effect on our profitability and, if significant, on our financial condition.
62. Taxes and other levies imposed by the Government of India or other State Governments, as well as other
financial policies and regulations, may have a material adverse effect on our business, financial condition and
results of operations.
Taxes and other levies imposed by the Central or State Governments in India that affect our industry include STT,
GST, income tax and other taxes, duties or surcharges introduced on a permanent or temporary basis from time to
time. Imposition of any other taxes by the Central and the State Governments may adversely affect our results of
operations.
63. Natural calamities could have a negative impact on the Indian economy and cause our Company’s business to
suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods etc. in recent years. The extent and
severity of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal
rainfall or other natural calamities could have a negative impact on the Indian economy, which could adversely
affect our business, prospects, financial condition and results of operations as well as the price of the Equity Shares.
64. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could
adversely affect the financial markets, our business, financial condition and the price of our Equity Shares.
Page 59 of 390Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are
beyond our control, could have a material adverse effect on India’s economy and our business. Incidents such as
the terrorist attacks, other incidents such as those in Ukraine, Russia, Israel, and Gaza, and other acts of violence
may adversely affect the Indian stock markets where our Equity Shares will trade the global equity markets as well
generally. Such acts could negatively impact business sentiment as well as trade between countries, which could
adversely affect our Company’s business and profitability. Additionally, such events could have a material adverse
effect on the market for securities of Indian companies, including the Equity Shares.
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Page 60 of 390SECTION IV- INTRODUCTION
THE ISSUE
Particulars Details of Number of Shares
Issue of Equity Shares by our Company 47,93,000 Equity Shares of face value of Rs.10/- each fully
paid-up for cash at price of Rs. 145/- per Equity Share
aggregating to Rs. 6949.85 Lakhs.
Of which:
Reserved for Market Makers 2,70,000 Equity Shares of face value of Rs.10/- each fully paid-
up for cash at price of Rs. 145/- per Equity Share aggregating
to Rs. 391.50 Lakhs.
Net Issue to the Public 45,23,000 Equity Shares of face value of Rs.10/- each fully paid-
up for cash at price of Rs. 145/- per Equity Share aggregating
to Rs. 6558.35 Lakh.
Of which:
A. QIB portion ** Not more than 22,56,000 Equity Shares
Of which
(a) Anchor Investor Portion Upto 13,50,000 Equity Shares of face value of Rs.10/- each fully
paid-up for cash at price of Rs. 145 /- per Equity Share
aggregating to Rs. 1957.50 Lakhs
(b) Net QIB Portion (assuming the anchor Upto 9,06,000 Equity Shares of face value of Rs.10/- each fully
Investor Portion is fully subscribed) paid-up for cash at price of Rs. 145 /- per Equity Share
aggregating to Rs. 1313.70 Lakhs
Of which:
(i) Available for allocation to Mutual Funds Upto 45,000 Equity Shares of face value of Rs.10/- each fully
only (5% of the Net QIB Portion) paid-up for cash at price of Rs. 145 /- per Equity Share
aggregating to Rs. 65.25 Lakhs
(ii) Balance of QIB Portion for all QIBs Upto 8,61,000 Equity Shares of face value of Rs.10/- each fully
including Mutual Funds paid-up for cash at price of Rs. 145 /- per Equity Share
aggregating to Rs. 1248.45 Lakhs
B. Non – institutional portion ** Not Less than 6,81,000 Equity Shares of face value of Rs.10/-
each fully paid-up for cash at price of Rs. 145 /- per Equity
Share aggregating to Rs. 987.45 Lakhs
C. Retail portion ** Not Less than 15,86,000 Equity Shares of face value of Rs.10/-
each fully paid-up for cash at price of Rs. 145 /- per Equity
Share aggregating to Rs. 2299.70 Lakhs
Pre-and Post-Issue Equity Shares:
Equity Shares outstanding prior to the Issue 1,32,93,618 Equity Shares of Rs.10/- each
Equity Shares outstanding after the Issue 1,80,86,618 Equity Shares of Rs.10/- each
Use of Proceeds Please see the chapter titled “Objects of the Issue” on page 98
of this Prospectus for information about the use of Net Proceeds.
*Subject to finalization of basis of allotment.
**As per the Regulation 253 of the SEBI (ICDR) Regulations, 2018, as amended, as present issue is a Book
Building issue the allocation is the net offer to the public category shall be made as follows:
a) Not less than Thirty five percent to individual investor;
b) Not less than Fifteen percent to non-institutional investor
c) Not more than fifty percent to qualified institutional buyers, five percent of which shall be allocated to
mutual funds.
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated
to applicants in the other category.
Provided further that in addition to five percent allocation available in terms of clause (C), mutual funds shall
Page 61 of 390be eligible for allocation under the balance available for qualified institutional buyers.
Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be
reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion,
the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall
be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB
Portions shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the
event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares
available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated
proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see
“Issue Procedure” on page 313.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category
except the QIB Portion, would be allowed to be met with spill-over from any other category or combination of
categories, as applicable, at the discretion of our Company in consultation with the BRLM and the Designated
Stock Exchange, subject to applicable law.
Notes
1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time. The issue is being made by our company in terms of Regulation 229 (2) of SEBI
(ICDR) Regulation, read with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post issued
paid-up equity share capital of our company are being offered to the public for subscription.
2) The Issue has been authorized by our Board pursuant to a resolution passed at its meeting held on
October 14, 2024 and by our Shareholders pursuant to a resolution passed at the EGM held on October
17, 2024. This Issue is made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time. For further details please refer to section titled “Issue Structure” beginning on page
no. 348 of this Prospectus.
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Page 62 of 390SUMMARY OF OUR FINANCIAL INFORMATION
ANNEXURE – I
RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(Amount in Rs. Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
Annexure (Proprietorship)
Particulars
No. As at 31st As at 31st As at 31st As at 31st
March 2025 March 2024 March 2024 March 2023
(A) EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 2 1,329.36 10.00 - -
(b) Proprietor's Capital Balance - 19.54 213.89
(c) Reserves and surplus 3 1,505.40 (0.38) 1,039.25 654.78
2834.76 9.62 1,058.79 868.68
2 Non-current liabilities
(a) Long-term Borrowings 5 1,190.76 - 1,104.23 968.95
(c) Long-term Provisions 6 9.83 - 5.17 5.56
(d) Deferred Tax Liability 4 29.72 - 27.02 29.28
1,230.31 - 1,136.42 1,003.79
3 Current liabilities
(a) Short-term borrowings 7 1,548.34 - 1297.06 1297.32
(b) Trade payables 8 352.58 - 500.67 455.23
(c) Other current liabilities 9 134.74 0.70 90.34 79.67
(d) Short-term Provisions 10 326.76 - 208.23 75.30
2,362.43 0.70 2,096.30 1,907.52
TOTAL LIABILITIES 6,427.50 10.32 4,291.51 3,779.98
(B) ASSETS
1 Non-current assets
(a) Property, Plant and Equipment
and Intangible assets
(i) Property, Plant and 1,331.31
25 - 1014.13 1035.19
Equipment
(ii) Capital work-in-progress 649.61 - 359.73 -
1,980.92 - 1373.86 1035.19
(b) Long Term Investments 11 351.58 - 331.40 331.40
(c) Long Term Loans & Advances 12 37.66 - 101.92 120.25
(d) Other Non-Current assets 13 0.24 0.32 - -
(e) Deferred Tax Assets 4 - - -
389.48 0.32 433.32 451.65
2 Current assets
(a) Inventories 14 896.28 - 710.15 747.65
(b) Trade receivables 15 1,660.42 - 1248.27 1314.62
(c) Cash and cash equivalents 16 25.56 3.00 26.72 25.95
(d) Short-term loans and advances 17 1,384.76 - 386.60 96.79
(e) Other current assets 18 90.06 7.00 112.60 108.13
4,057.10 10.00 2,484.33 2,293.14
TOTAL ASSETS 6,427.50 10.32 4,291.51 3,779.98
Significant accounting policies 25
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Page 63 of 390ANNEXURE – II
RESTATED STANDALONE STATEMENT OF PROFIT AND LOSS
(Amount in Rs. Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Annexure
Particulars For the
No. For the Period For the Period For the Period
Period
ending 31st ending 31st ending 31st
ending 31st
March 2025 March 2024 March 2023
March 2024
(A) REVENUE
I. Revenue from operations 19 6,051.52 - 4,643.21 3,591.49
II. Other Income 20 36.38 - 12.33 22.48
Total Revenue 6,087.90 - 4,655.53 3,613.97
(B) Expenses:
Cost of materials consumed 21 3,376.69 - 3,147.09 2,887.63
Changes in inventories of finished (202.97)
goods, work-in-progress and Stock- 22 - 56.96 (84.38)
in-Trade
Employee benefit expense 23 589.55 - 182.40 150.22
Finance costs 24 289.46 - 340.61 270.97
Depreciation and amortization 91.54
25 - 65.66 62.57
expense
Other expenses 26 499.80 0.38 347.54 280.20
Total Expenses 4,644.07 0.38 4,140.27 3,567.21
(C) Profit before exceptional and
1,443.84 (0.38) 515.26 46.76
extraordinary items and tax
(D) Exceptional Items - - -
(E) Profit before extraordinary
1,443.84 (0.38) 515.26 46.76
items and tax
(F) Extraordinary Items - -
(G) Profit before tax 1,443.84 (0.38) 515.26 46.76
(F) Tax expense:
(I) Current tax 361.15 - 133.06 13.13
(II) Deferred tax 2.71 - (2.26) (1.06)
(H) PROFIT AFTER TAX 1,079.98 (0.38) 384.47 34.69
(I) Earning per equity share:(in
Rs.)
(I) Basic 9.60 (0.01) NA NA
(II) Diluted 9.60 (0.01) NA NA
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Page 64 of 390ANNEXURE - III
RESTATED STANDALONE CASH FLOW STATEMENTS
(Amount in Rs. Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Particular
For the period ended
31 March 2025 31 March 2024 31 March 2024 31 March 2023
A. Cash flow from operating activities
Net profit before tax and after prior
1443.84 (0.38) 515.26 46.76
period item
Adjustments for:
Depreciation 91.54 - 65.66 62.57
Preliminary Expense Written Off 0.08
Provision for Gratuity 4.74 - (0.52) 0.31
Loss on sale of fixed assets
Sundry Balances written off
Interest (3.95) - (11.44) (9.80)
Provisions no longer required
Lease equalisation charge/written back
Finance costs 289.46 - 340.61 270.97
Operating profit before working capital
1825.70 (0.38) 909.58 370.82
changes
Adjustments for:
(Increase) / decrease in trade receivables (412.15) - 66.34 (1060.10)
(Increase) / decrease in inventories (186.13) - 37.50 (58.06)
(Increase) / decrease in other assets 36.23 (7.32) (4.46) 4.07
(Increase) / decrease in trade advances (509.60) - (10.19) (20.70)
Increase / (decrease) in trade payables (148.09) - 45.44 (190.08)
Increase / (decrease) in other liabilities 43.70 0.70 10.67 4.42
Cash generated from operations 649.66 (7.00) 1054.88 (949.63)
Income taxes paid/ Refund Received 41.70
Net cash provided / (used) by operating
607.96 (7.00) 1054.88 (949.63)
activities (A)
B. Cash flows from investing activities
Purchase or construction of fixed assets
(698.61) - (404.33) (29.89)
and capital advances
Interest 3.95 - 11.44 9.80
Investment in Securities (20.18) - - -
(Increase) / decrease in other advances (432.36) - (261.28) (5.25)
Purchase of Fixed Assets in acquisition of
(1287.83)
Business
Purchase of Investments in acquisition of
(331.40)
Business
Purchase of Advances in acquisition of
(101.92)
Business
Purchase of Trade Receivable in
(1248.27)
acquisition of Business
Purchase of Inventories in acquisition of
(710.15)
Business
Purchase of Other Assets in acquisition of
(112.60)
Business
Purchase of Trade advances in acquisition
(378.55)
of Business
Purchase of Trade Payable in acquisition
500.67
of Business
Purchase of Other Liabilties in acquisition
90.34
of Business
Page 65 of 390Purchase of Borrowings in acquisition of
2401.29
Business
Purchase of Deferred Tax in acquisition of
27.02
Business
Purchase of Provisions in acquisition of
5.70
Business
Purchase of Cash & Cash Equivalents in
34.76
acquisition of Business
Less: Cash & Cash Equivalents (34.76)
Net cash provided / (used) by investing
(2292.89) - (654.17) (25.34)
activities (B)
C. Cash flow from financing activities
Finance costs paid (289.46) - (340.61) (270.97)
Capital Introduction /(Withdrawn) - (194.36) 603.20
Issue of Share Capital (against
734.04
acquisition of Business)
Issue of Share Capital 142.20 10.00
Share Premium 910.09
Share Issue Expense (127.19) -
Increase / (decrease) in Short Term Borrowings 246.39 (0.07) 520.53
Increase / (decrease) in Long Term Borrowings 91.43 135.08 137.97
Net cash provided / (used) by financing
1707.49 10.00 (399.95) 990.72
activities (C.)
Net increase / (decrease) in cash and
22.56 3.00 0.76 15.75
cash equivalents (A + B + C)
Cash and cash equivalents at the
3.00 - 25.95 10.20
beginning of period
Cash and cash equivalents at the end of
25.56 3.00 26.72 25.95
period
Cash in hand 14.29 - 11.59 16.78
Balances with banks:
- On current accounts 11.28 3.00 15.12 9.17
25.56 3.00 26.72 25.95
(This space is left blank intentionally.)
RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
Page 66 of 390(Amount in lakhs)
Anondita
Medicare M/s Anondita Healthcare
Annexure
Particulars Limited (Proprietorship)
No.
As at 31st As at 31st March As at 31st March
March 2025 2024 2023
(A) EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 2 1,329.36 - -
(b) Proprietor's Capital Balance - 19.54 213.89
(c) Reserves and surplus 3 2,457.58 1,039.25 654.78
(d) Minority Interest 118.16
3,905.10 1,058.79 868.68
2 Non-current liabilities
(a) Long-term Borrowings 5 1,190.76 1,104.23 968.95
(c) Long-term Provisions 6 9.83 5.17 5.56
(d) Deferred Tax Liability 4 29.51 27.02 29.28
1,230.10 1,136.42 1,003.79
3 Current liabilities
(a) Short-term borrowings 7 1,548.34 1297.06 1297.32
(b) Trade payables 8 381.52 500.67 455.23
(c) Other current liabilities 9 210.06 90.34 79.67
(d) Short-term Provisions 10 551.86 208.23 75.30
2,691.79 2,096.30 1,907.52
TOTAL LIABILITIES 7,826.99 4,291.51 3,779.98
B ASSETS
1 Non-current assets
(a) Property, Plant and
Equipment and Intangible assets
(i) Property, Plant and 25 1,333.20
1,014.13 1,035.19
Equipment
(ii) Capital work-in-progress 649.61 359.73 -
(iii) Goodwill 19.18
2,001.99 1,373.86 1,035.19
(b) Long Term Investments 11 331.40 331.40 331.40
(c) Long Term Loans & 12 37.66
101.92 120.25
Advances
(d) Other Non-Current assets 13 0.24 - -
(e) Deferred Tax Assets 4 0.22 - -
369.52 433.32 451.65
2 Current assets
(a) Inventories 14 1,349.86 710.15 747.65
(b) Trade receivables 15 2,675.33 1,248.27 1,314.62
(c) Cash and cash equivalents 16 32.94 26.72 25.95
(d) Short-term loans and 17 1,185.37
386.60 96.79
advances
(e) Other current assets 18 211.94 112.60 108.13
5,455.48 2,484.33 2,293.14
TOTAL ASSETS 7,826.99 4,291.51 3,779.98
Significant accounting policies 1
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Page 67 of 390RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(Amount in lakhs)
Anondita
M/s Anondita Healthcare
Medicare Limited
Annexure (Proprietorship)
Particulars
No.
As at 31st March As at 31st March As at 31st March
2025 2024 2023
(A) REVENUE
I. Revenue from operations 19 7699.07 4,643.21 3,591.49
II. Other Income 20 13.88 12.33 22.48
Total Revenue 7712.95 4,655.53 3,613.97
(B) Expenses:
Cost of materials consumed 21 3376.93 3,147.09 2,887.63
Purchase of Stock-in-Trade 744.86 - -
Changes in inventories of finished goods,
22 (293.20) 56.96 (84.38)
work-in-progress and Stock-in-Trade
Employee benefit expense 23 686.80 182.40 150.22
Finance costs 24 291.09 340.61 270.97
Depreciation and amortization expense 25 92.68 65.66 62.57
Other expenses 26 618.46 347.54 280.20
Total Expenses 5517.61 4,140.27 3,567.21
(C) Profit before exceptional and
2195.34 515.26 46.76
extraordinary items and tax
(D) Exceptional Items - -
(E) Profit before extraordinary items and
2195.34 515.26 46.76
tax
(F) Extraordinary Items - -
(G) Profit before tax 2195.34 515.26 46.76
(F) Tax expense:
(I) Current tax 551.25 133.06 13.13
(II) Deferred tax 2.43 (2.26) (1.06)
(H) PROFIT AFTER TAX 1641.66 384.47 34.69
Profit for the Year attributable to
a. Minority Interest 62.26
b. Owners of the Company 1579.40
(I) Earning per equity share:(in Rs.)
NA NA
(I) Basic 14.04
NA NA
(II) Diluted 14.04
(This space is left blank intentionally.)
Page 68 of 390RESTATED CONSOLIDATED CASH FLOW STATEMENTS
(Amount in lakhs)
Anondita Medicare M/s Anondita Healthcare
Limited (Proprietorship)
As at 31st March As at 31st As at 31st March
Particular 2025 March 2024 2023
A. Cash flow from operating activities
Net profit before tax and after prior period item 2195.34 515.26 46.76
Adjustments for:
Depreciation 92.68 65.66 62.57
Preliminary exp written off 0.12
Provision for Gratuity 4.74 (0.52) 0.31
Loss on sale of fixed assets 0.86
Interest (3.95) (11.44) (9.80)
Finance costs 291.09 340.61 270.97
Operating profit before working capital changes 2580.87 909.58 370.82
Adjustments for:
(Increase) / decrease in trade receivables (1113.82) 66.34 (1060.10)
(Increase) / decrease in inventories (276.37) 37.50 (58.06)
(Increase) / decrease in other assets (1384.39) (4.46) 4.07
(Increase) / decrease in trade advances (509.60) (10.19) (20.70)
Increase / (decrease) in trade payables (159.84) 45.44 (190.08)
Increase / (decrease) in other liabilities (117.09) 10.67 4.42
Cash generated from operations (980.24) 1054.88 (949.63)
Income taxes paid/ Refund Received 66.35
Net cash provided / (used) by operating activities (A) (1046.59) 1054.88 (949.63)
B. Cash flows from investing activities
Purchase or construction of fixed assets and capital
(404.33) (29.89)
advances (700.91)
Sale of Property ,Plant & Equipment 4.23
Interest 3.95 11.44 9.80
Investment in Securities (20.18)
(Increase) / decrease in other advances (432.36) (261.28) (5.25)
Purchase of Fixed Assets in acquisition of Business (1287.83)
Purchase of Investments in acquisition of Business (331.40)
Purchase of Advances in acquisition of Business (101.92)
Purchase of Trade Receivable in acquisition of
Business (1248.27)
Purchase of Inventories in acquisition of Business (710.15)
Purchase of Other Assets in acquisition of Business (112.60)
Purchase of Trade advances in acquisition of Business (378.55)
Purchase of Trade Payable in acquisition of Business 500.67
Purchase of Other Liabilties in acquisition of Business 90.34
Purchase of Borrowings in acquisition of Business 2401.29
Purchase of Deferred Tax in acquisition of Business 27.02
Purchase of Provisions in acquisition of Business 5.70
Purchase of Cash & Cash Equivalents in acquisition of
Business 34.76
Page 69 of 412Less: Cash & Cash Equivalents (34.76)
Net cash provided / (used) by investing activities (B) (2290.97) (654.17) (25.34)
C. Cash flow from financing activities
Finance costs paid (291.09) (340.61) (270.97)
Capital Introduction /(Withdrawn) - (194.36) 603.20
Issue of Share Capital (against acquisition of
Business) 734.04
Issue of Share Capital 142.32
Share Premium
1464.36
Share Issue Expense
(192.11)
Increase / (decrease) in Short Trem Borrowings 1374.28 (0.07) 520.53
Increase / (decrease) in Long Term Borrowings 91.43 135.08 137.97
Net cash provided / (used) by financing activities
(399.95) 990.72
(C.) 3323.23
Net increase / (decrease) in cash and cash
0.76 15.75
equivalents (A + B + C) (14.33)
Cash and cash equivalents at the beginning of
25.95 10.20
period 47.27
Cash and cash equivalents at the end of period 32.94 26.72 25.95
Cash in hand 18.14 11.59 16.78
Balances with banks:
- On current accounts 14.80 15.12 9.17
32,94 26.72 25.95
(This space is left blank intentionally.)
Page 70 of 412GENERAL INFORMATION
Brief Information on Company and Issue
Registered Office Flat No.704, Narmada Block, N6, Sec-D, Pkt-6, Vasant Kunj, New Delhi, India-
110070.
Tel.: 0120-4520300/+91 7678182056; Fax: N.A.
E-mail: info@anonditamedicare.com
Website: www.anonditamedicare.com
Date of Incorporation March 12, 2024
CIN U22193DL2024PLC428183
Company Category Company Limited by Shares
Registrar of Companies, Delhi & Haryana
Add: 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019
Registrar of Company Tel.: 011-26235703.
E-mail: roc.delhi@mca.gov.in
Website: www.mca.gov.in
Company Secretary Ms. Nutan Agrawal
and Compliance Add: Flat No.704, Narmada Block, N6, Sec-D, Pkt-6, Vasant Kunj, New Delhi,
India-110070.
Officer
Tel.: 0120-4520300/+91 7678182056; Fax: N.A.
E-mail: secretarial@anonditamedicare.com
Chief Financial Officer Mrs. Sunita Naithani
Add: Flat No.704, Narmada Block, N6, Sec-D, Pkt-6, Vasant Kunj, New Delhi,
India-110070.
Tel.: 0120-4520300/+91 7678182056; Fax: N.A.
E-mail: info@anonditamedicare.com
Emerge Platform of National Stock Exchange of India Limited
Designated Stock
Address: Exchange Plaza, Plot no. C/1, G Block, Bandra – Kurla Complex,
Exchange
Bandra (East), Mumbai – 400051.
Bid/Issue Opens On: August 22, 2025 Bid/Issue Closes On: August 26, 2025
Bid/ Issue Program
Anchor Investor
August 21, 2025*
Bidding date
* Our Company in consultation with the BRLM have considered participation by Anchor Investors in
accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day
prior to the Bid/Issue Opening Date.
Note: Applications and any revisions to the same will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in
the case of ASBA Applicants, at the Designated Bank Branches except that on the Issue Closing Date
applications will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time). Applications will
be accepted only on Working Days.
Page 71 of 412DETAILS OF INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY
Book Running Lead Manager and Underwriter Registrar to the Issue
to the Issue
Narnolia Financial Services Limited Maashitla Securities Private Limited
Address: 201, 2nd Floor, Marble Arch, 236 B Address: 451, Krishna Apra Business Square, Netaji
A.J.C Bose Road, Kolkata, West Bengal- 700020, Subhash Place, Pitampura, Delhi - 110034, India
India
Tel No.: 033-40501500 Tel No.: 011-45121795
Fax No.: Not Available Fax No.: Not Available
Email: ipo@narnolia.com Email: ipo@maashitla.com
Website: www.narnolia.com Website: www.maashitla.com
Contact Person: Mr. Rajveer Singh Contact Person: Mr. Mukul Agrawal
SEBI Registration No. INM000010791 SEBI Registration Number: INR000004370
Banker to the company Banker to the Company
Deutsche Bank ICICI Bank Limited
Address: Hindustan Times House, Ground Floor, Address: B1/43, Central Market, Sector 50 Noida, Uttar
18-20, KG Marg, New Delhi- 110001 Pradesh, 201301, India
Tel No: +91 (11) 71109600 Tele. No.: 9999020472
Fax No: +91 (11) 71109666 Fax No.: NA
Email: Pankaj.anand@db.com E-mail: srivastava.manu@icicibank.com
Website: www.deutschebank.co.in Website: www.icicibank.com
Contact Person: Mr. Pankaj Anand Contact Person: Ms. Manu Srivastava
Legal Advisor Peer Review/ Statutory Auditor
Singhania & Co. LLP M/s Jain Chopra & Company
Address: 502, Baani Address One, Golf Course Address: 1960, First Floor, Outram Line, GTB Nagar,
Road, Sector 56, Gurugram, 122011, Haryana, Delhi 110009
India
Tel No.: +91 022-22049773 Tel No.: +91-9810247478
Email: rj@singhania.com Email Id: jainchopra.company@gmail.com
Contact Person: Mr. Rohit Jain Contact Person: Mr. Ashok Chopra
Enrollment No.: D/2172/2014 Firm Registration No.: 002198N
Peer Review No.: 015091
Banker to the Issue Monitoring Agency
Axis Bank Limited CARE Ratings Limited
Page 72 of 412Address: Axis House, 7th Floor, C-2, Wadia Address: Godrej Coliseum 4th Floor Somaiya Hospital
International Center, Pandurang Budhkar Marg, Road, Off Eastern Express Highway Sion E, Mumbai,
Worli, Mumbai – 40025, Maharashtra Maharashtra, 400022
Tel No.: 022-43253669 Tel No.: +91 7290047969
Email: Magesh1.Bhosle@axisbank.com Email Id: Ayush.Kesari@careedge.in
Contact Person: Mr. Mangesh Bhosle Contact Person: Mr. Ayush Kesari
IFSC: UTIB0000430 SEBI Registration No.: IN/CRA/004/1999
SEBI Registration No. INBI00000017 Website: www.careratings.com
Underwriter and Market Maker to the Issue
Mansi Share and Stock Broking Private Limited
Address: B-201, Avirahi Building Behind Adidas Showroom, S.V. Road Borivali (West) Mumbai-400092
Tel No.: 02240503870
Email Id: compliance@mansishares.in
Contact Person: Mr. Deep Paresh Shah
SEBI Registration No.: INZ000247433
DETAILS OF BOARD OF DIRECTORS OF OUR COMPANY
S. N. Name DIN Category Designation
1. Mr. Anupam Ghosh 02675517 Executive Managing Director
2. Mrs. Sonia Ghosh 02717906 Executive Whole Time Director
3. Mr. Reshant Ghosh 08632812 Executive Whole Time Director
4. Ms. Nishi Goel 08164136 Non-Executive Independent Director
5. Mr. Lakhinder Singh 07703780 Non-Executive Non-Independent Director
6. Mr. Gaurav Kumar 08062315 Non-Executive Independent Director
For further details of our Directors, please refer chapter titled “Our Management” beginning on page 207 of
this prospectus.
Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer,
Maashitla Securities Private Limited and/or the BRLM, i.e., Narnolia Financial Services Limited, in case of
any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment, credit of allotted
Equity Shares in the respective beneficiary account, unblocking of amount in ASBA, etc.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the
relevant SCSB to whom the Application was submitted (at ASBA Bidding Locations), giving full details such as
name, address of the applicant, number of Equity Shares applied for, Application Amount blocked, ASBA
Account number and the Designated Branch of the relevant SCSBs where the Application was submitted by
the ASBA Applicants.
For all Issue related queries and for redressal of complaints, Applicants may also write to the BRLM. All
complaints, queries or comments received by Stock Exchange/SEBI shall be forwarded to the BRLM, who shall
respond to the same.
SELF-CERTIFIED SYNDICATE BANKS
Page 73 of 412The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked
Amount (ASBA) Process are provided on the website of SEBI. For details on Designated Branches of SCSBs
collecting the Bid Cum Application Forms, please refer to the below mentioned SEBI link.
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
REGISTERED BROKERS
Bidders can submit Bid cum Application Forms in the Offer using the stock brokers network of the Stock
Exchanges, i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers,
including details such as postal address, telephone number and e-mail address, is provided on the website of the
SEBI (www.sebi.gov.in) and updated from time to time. For details on Registered Brokers, please refer
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
REGISTRAR TO OFFER AND SHARE TRANSFER AGENTS
The list of the RTAs eligible to accept Bid cum Applications forms at the Designated RTA Locations, including
details such as address, telephone number and e-mail address, are provided on the website of the SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time.
COLLECTING DEPOSITORY PARTICIPANTS
The list of the CDPs eligible to accept Bid cum Application Forms at the Designated CDP Locations, including
details such as name and contact details, are provided on the website of Stock Exchange. The list of branches
of the SCSBs named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the
Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.
STATEMENT OF RESPONSIBILITY OF THE BOOK RUNNING LEAD MANAGER/STATEMENT
OF INTER SE ALLOCATION OF RESPONSIBILITIES
Since Narnolia Financial Services Limited is the sole Book Running Lead Manager (BRLM) to the Offer, all
the responsibilities relating to co-ordination and other activities in relation to the Offer shall be performed by
them.
CREDIT RATING
This being an issue of Equity Shares, credit rating is not required.
IPO GRADING
Since the Issue is being made in terms of Chapter IX of SEBI ICDR Regulations, there is no requirement of
appointing an IPO grading agency.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received written consent dated September 27, 2024 from Peer Review Auditor namely, M/s
Jain Chopra & Company, Chartered Accountants (FRN: 002198N), and Legal Advisor, Singhania & Co. LLP
dated September 11, 2024, to include their name as an expert as defined under Section 2(38) of the Companies
Page 74 of 412Act, read with Section 26(5) of the Companies Act 2013.
The report of the peer review auditor on Statement of Tax Benefits and report on Restated Financials, for the
Financial Years ended March 31, 2025, 2024 & 2023 as included in this Prospectus.
Further, Advocate Rohit Jain of Singhania & Co. LLP has given his legal due diligence report, as included in
this Prospectus, in relation to the Outstanding Litigations and Material Developments dated August 14, 2025.
Aforementioned consents have not been withdrawn as on the date of this Prospectus. However, the term - expert
shall not be construed to mean an - expert as defined under the U.S. Securities Act.
All the intermediaries, including Merchant Banker has relied upon the appropriacy and authenticity of the same.
DEBENTURE TRUSTEE
Since this is not a debenture issue, appointment of debenture trustee is not required.
APPRAISAL AND MONITORING AGENCY
As per regulation 262(1) of SEBI ICDR Regulations, the requirement of monitoring agency is not mandatory
if the Issue size is up to Rs. 5,000 Lakh. However, our company in consultation with Book Running Lead
Manager has appoint CARE Ratings Limited vide agreement and consent dated August 14 2025, for monitoring
the utilization of the Net Proceeds from the Fresh Issue.
For details in relation to the proposed utilization of the Net Proceeds from the fresh issue, see “Objects of the
issue” on page 98 of this Prospectus.
BOOK BUILDING PROCESS
The book building, in the context of the Issue, refers to the process of collection of Bids on the basis of the
Draft Red Herring Prospectus/ Red Herring Prospectus within the Price Band, which will be decided by our
Company, in consultation with the BRLM, and will be advertised in Financial Express editions of the English
national newspaper, Jansatta editions of the Hindi national newspaper, and Jansatta editions in regional
newspaper of New Delhi, where our Registered Office is located, each with wide circulation, at least two
working days prior to the Bid/ Offer Opening Date. The Offer Price shall be finalized after the Bid/ Issue Closing
Date. The principal parties involved in the Book Building Process are:
All Bidders (except Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. Pursuant to the UPI Circulars, Individual Bidders may also participate in this Offer through UPI in the
ASBA process. In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-
Institutional Bidders bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of
their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Individual Bidders
can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date.
Each Bidder by submitting a Bid in Offer, will be deemed to have acknowledged the above restrictions and the
terms of the Offer.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Issue. In this regard, our Company has appointed the BRLM to manage this Issue and procure Bids for
this Issue. The Book Building Process is in accordance with guidelines, rules and regulations prescribed by
Page 75 of 412SEBI and are subject to change from time to time. Bidders are advised to make their own judgement about an
investment through this process prior to submitting a Bid.
The process of Book Building is in accordance with the guidelines, rules and regulations prescribed by SEBI
under the SEBI ICDR Regulations and the Bidding Processes are subject to change from time to time. Investors
are advised to make their own judgment about investment through this process prior to submitting a Bid in this
Offer.
Bidders should note that this Offer is also subject to obtaining (i) final approval of the RoC after the Prospectus
is filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment.
For further details, please refer to the chapters titled “Issue Structure” and “Issue Procedure” beginning on
pages 348 and 313, respectively of this Prospectus.
ILLUSTARTION OF BOOK BUILDING PROCESS AND THE PRICE DISCOVERY PROCESS
For an illustration of the Book Building Process and the price discovery process, please refer to the chapter
titled “Issue Procedure” on page 313 of this Prospectus.
UNDERWRITING AGREEMENT
Our Company and BRLM to the issue hereby confirm that the Issue is 100% Underwritten. The Underwriting
agreement is dated October 19, 2024. Pursuant to the terms of the Underwriting Agreement, the obligations of
the Underwriters are subject to certain conditions specified therein. The Underwriters have indicated their
intention to underwrite the following number of specified securities being offered through this Issue:
Name, Address, Telephone, Fax, and Email Indicative No. Amount % of the Total
of the Underwriter of Equity Underwritten Issue Size
Shares to Be (Rs. In Lakh) Underwritten
Underwritten
Narnolia Financial Services Limited Up to 7,19,430 1043.17 15.01%
Address: 201, 2nd Floor, Marble Arch, 236 B
A.J.C Bose Road, Kolkata, West Bengal-
700020, India
Telephone: 012 417954664
Phone No.: +91- 8130678743
Email: ipo@narnolia.com
Website: www.narnolia.com
Contact Person: Mr. Pankaj Passi
SEBI Registration No. INM000010791
CIN: U51909WB1995PLC072876
Mansi Share and Stock Broking Private Up to 40,73,570 5906.67 84.99
Limited
Address: B-201, Avirahi Building Behind
Adidas Showroom, S.V. Road Borivali (West)
Mumbai-400092
Tel No.: 02240503870
Email Id: compliance@mansishares.in
Contact Person: Mr. Deep Paresh Shah
SEBI Registration No.: INZ000247433
Page 76 of 412In the opinion of our Board of Directors of the Company, the resources of the abovementioned Underwriter is
sufficient to enable them to discharge the underwriting obligations in full. The above-mentioned Underwriter is
registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges.
FILING OF PROSPECTUS
A soft copy of the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus shall be filed with
SME platform of NSE (NSE-Emerge).
A soft copy of the Prospectus and Prospectus shall be filed with SEBI through SEBI Intermediary Portal at
https://siportal.sebi.gov.in as per Regulation 246(1) of SEBI (ICDR) Regulations. Pursuant to Regulation
246(2) of SEBI ICDR Regulations, the SEBI shall not issue any observation on the offer document.
A copy of the Prospectus and Prospectus along with the documents required to be filed under Section 26 read
with Section 32 of the Companies Act will be delivered to the Registrar of Companies, Delhi & Haryana, 4th
Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019.
CHANGE IN THE AUDITOR DURING LAST 3 YEAR
No changes have taken place in the Auditors during the last 3 years preceding the date of this Prospectus.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserves the right not to proceed with the Issue at any time after
the Issue Opening Date but before the Board meeting for Allotment. In such an event, our Company would issue
a public notice in the newspapers, in which the pre-Issue advertisements were published, within two (2) days
of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Issue. The BRLM, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank
accounts of the ASBA Applicants within one (1) day of receipt of such notification. Our Company shall also
promptly inform NSE Emerge on which the Equity Shares were proposed to be listed. Notwithstanding the
foregoing, the Issue is also subject to obtaining the final listing and trading approvals from NSE Emerge, which
our Company shall apply for after Allotment. If our Company withdraws the Issue after the Issue Closing Date
and thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh Draft
Prospectus.
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS OFFER
Our Company and the BRLM have entered into a tripartite agreement dated August 14, 2025 with Mansi
Share and Stock Broking Private Limited the Market Maker for this Issue, duly registered with NSE
Emerge to fulfill the obligations of Market Making:
The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and its amendments from time to time and the circulars issued by the NSE and SEBI regarding this
matter from time to time. Following is a summary of the key details pertaining to the Market Making
arrangement:
1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall
be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance
for each and every black out period when the quotes are not being offered by the Market Maker.
2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements
Page 77 of 412and other particulars as specified or as per the requirements of NSE Limited and SEBI from time to time.
3. The minimum depth of the quote shall be Rs.1,00,000. However, the investors with holdings of value less
than Rs.1,00,000 shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in
that scrip provided that he sells his entire holding in that scrip in one lot along with a declaration to the
effect to the selling broker.
4. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the
quotes given by him.
5. There would not be more than five Market Makers for a script at any point of time and the Market Makers
may compete with other Market Makers for better quotes to the investors.
6. On the first day of the listing, there will be pre-opening session (call auction) and thereafter the trading will
happen as per the equity market hours. The circuits will apply from the first day of the listing on the
discovered price during the pre-open call auction.
7. The Marker maker may also be present in the opening call auction, but there is no obligation on him to do
so.
8. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems, any other problems. All
controllable reasons require prior approval from the Exchange, while force-majeure will be applicable for
non-controllable reasons. The decision of the Exchange to decide controllable and non-controllable reasons
would be final.
The Market Maker(s) shall have the right to terminate said arrangement by giving a one month notice or on
mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement
Market Maker(s). In case of termination of the above-mentioned Market Making agreement prior to the
completion of the compulsory Market Making period, it shall be the responsibility of the BRLM to arrange
for another Market Maker in replacement during the term of the notice period being served by the Market
Maker but prior to the date of releasing the existing Market Maker from its duties in order to ensure
compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018. Further, our
Company and the BRLM reserve the right to appoint other Market Makers either as a replacement of the
current Market Maker or as an additional Market Maker subject to the total number of Designated Market
Makers does not exceed five or as specified by the relevant laws and regulations applicable at that particulars
point of time. The Market Making Agreement is available for inspection at our registered office from 11.00
a.m. to 5.00 p.m. on working days.
9. Risk containment measures and monitoring for Market Makers: Emerge Platform of NSE will have all
margins which are applicable on the NSE Main Board viz., Mark-to-Market, Value- At-Risk (VAR)
Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. NSE can impose any other
margins as deemed necessary from time-to-time.
10. Punitive Action in case of default by Market Maker: Emerge Platform of NSE will monitor the
obligations on a real time basis and punitive action will be initiated for any exceptions and/or non-
compliances. Penalties / fines may be imposed by the Exchange on the Market Makers, in case he is not
able to provide the desired liquidity in a particular security as per the specified guidelines. These penalties/
fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market
Maker(s) in case he is not present in the market (offering two way quotes) for at least 75% of the time. The
nature of the penalty will be monetary as well as suspension in market making activities / trading
membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties/
Page 78 of 412fines/ suspension for any type of misconduct/ manipulation/ other irregularities by the Market Makers from
time to time.
Price Band and Spreads: Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27,
2012, limits on the upper side for Markets Makers during market making process has been made applicable,
based on the issue size and as follows:
Buy quote exemption Re-Entry threshold for buy
threshold (including quote (including mandatory
Issue Size
mandatory initial inventory of initial inventory of 5% of
5% of the Issue Size) the Issue Size)
Up to Rs. 20 Crore 25% 24%
Rs.20 Crore to Rs.50 Crore 20% 19%
Rs.50 Crore to Rs.80 Crore 15% 14%
Above Rs.80 Crore 12% 11%
The Marketing Making arrangement, trading and other related aspects including all those specified above
shall be subject to the applicable provisions of law and/or norms issued by SEBI/NSE from time to time.
The trading shall take place in TFT segment for first 10 days from commencement of trading. The
price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time.
(This space is left blank intentionally.)
Page 79 of 412CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of the Prospectus and after giving effect to this Issue, is
set forth below:
Amount (Rs. in Lakhs, except share data)
Aggregate Aggregate
Sr. Particulars
Nominal Value at
No.
Value Issue Price
Authorized Share Capital
A 2,00,00,000 Equity Shares having Face Value of Rs 10/- each 2,000.00 -
Issued, Subscribed & Paid-up Share Capital before the Issue
B 1,32,93,618 Equity Shares having Face Value of Rs.10/- each 1,329.36 -
issued fully paid up before the Issue.
Present Issue in terms of the Prospectus*
Issue of up to 47,93,000 Equity Shares having Face Value of 479.30 6,949.85
Rs.10/- each at a price of Rs. 145 per Equity Share.
of which:
Reservation for Market Maker up to 2,70,000 Equity Shares of Rs.
I. 10/- each at a price of Rs. 145 per Equity Share reserved as Market 27.00 391.50
Maker Portion
Net Issue to the Public – Up to 45,23,000 Equity Shares of Rs.10/-
II. each at a price of Rs. 145 /- per Equity Share 452.30 6,558.35
C. Of the Net Issue to the Public
I Allocation to Qualified Institutional Buyer – 22,56,000 Equity
Shares of Rs. 10/- each at a price of Rs. 145 per Equity Share. 225.80 3,271.20
Of which:
(a) Anchor Investor Portion- Upto 13,50,000 Equity Shares of
face value of Rs.10/- each fully paid-up for cash at price of Rs.
135.20
145 /- per Equity Share aggregating to Rs. 1957.50 Lakhs
(b) Net QIB Portion (assuming the anchor Investor Portion is
fully subscribed)- Upto 9,06,000 Equity Shares of face value of
Rs.10/- each fully paid-up for cash at price of Rs. 145 /- per 90.60
Equity Share aggregating to Rs. 1313.70 Lakhs
II Allocation to Individual Investors – 15,86,000 Equity Shares of
Rs. 10/- each at a price of Rs. 145 per Equity Share shall be
available for allocation for Investors applying for a value of 15.86 2,299.70
exceeding Rs.2.00 Lakhs.
III Allocation to Other than Individual Investors –6,81,000
Equity Shares of Rs. 10/- each at a price of Rs. 145 per Equity 68.10 987.45
Share shall be available for allocation for Investors applying for
a value of above Rs.2.00 Lakhs
Issued, Subscribed and Paid-up Equity Share capital after the
D. 1,808.66
Issue Upto 1,80,86,618 Equity Shares of Face Value of Rs. 10/-
each
E. Securities Premium Account
Before the Issue 339.77
After the Issue 6810.32
The Present Issue of Equity Shares in terms of Prospectus has been authorized pursuant to a resolution of our Board
of Directors dated October 14, 2024 and by special resolution passed under Section 62(1) (c) of the Companies Act,
2013 at the Extra Ordinary General Meeting of the members held on October 17, 2024.
Our Company has only one class of share capital i.e. Equity Shares of the face value of Rs. 10/- each only. All Equity
Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Prospectus.
Page 80 of 412NOTES TO THE CAPITAL STRUCTURE
1. Details of changes in Authorized Share Capital of our Company:
Since the incorporation of our Company, the authorized share capital of our Company has been altered in the
manner set forth below:
Face Cumulative Cumulative
Sr. No. of Whether
Date Value No. of Authorised Share
No. Shares AGM/EGM
(in Rs.) Shares Capital (in Rs.)
1. O n Incorporation* 1,00,000 10 1,00,000 10,00,000 N.A.
2. March 29, 2024 1,79,00,000 10 1,80,00,000 18,00,00,000 EGM
3 August 17, 2024 20,00,000 10 2,00,00,000 20,00,00,000 EGM
*The date of incorporation of our Company is March 12, 2024.
2. History of Paid-up Equity Share Capital of our Company:
(Amount in Rs. Lakhs)
S.No. Date of No. of Face Issue Nature Nature of Cumulative Cumulativ Cumulati
Allotment Equity value Price of Allotment Number of e Paid-up ve
Shares (Rs.) (Rs.) conside Equity Share Securities
allotted r ation Shares Capital (₹ Premium
in Lakhs) Account
(₹ in
Lakhs)
1. On
Subscription
Incorporati 1,00,000 10 10 Cash 1,00,000 10.00 0.00
to M OA
on
2. April 01, Other Private
2024 73,40,400 10 10 than Placement* 74,40,400 744.04 0.00
Cash *
3. June 11, Private
6,73,200 10 74 Cash 81,14,600 811.46 430.84
2024 Placement
4. June 17, Private
3,14,400 10 74 Cash 84,28,000 842.80 632.06
2024 Placement
5. June 19, Private
33,600 10 74 Cash 84,62,600 846.26 653.56
2024 Placement
6. July 10, Private
13,200 10 74 Cash 84,74,800 847.48 662.01
2024 Placement
7. July 29, Private
1,87,200 10 74 Cash 86,62,000 866.20 781.82
2024 Placement
8. August Private
1,89,600 10 74 Cash 88,51,600 885.16 903.16
02, 2024 Placement
9 August Private
10,810 10 74 Cash 88,62,410 886.24 910.09
06, 2024 Placement
10 August Bonus
44,31,208 10 NA NA 1,32,93,618 1,329.36 466.97
18, 2024 Issue
*All the above-mentioned shares are fully paid up since the date of allotment.
**On Business Acquisition of Proprietorship.
Page 81 of 412Notes:
1. Initial Subscribers to the MOA subscribed to 1,00,000 Equity Shares of face value of ₹ 10.00/- each as per
the details given below:
Sr.No. Name of the First Subscribers No. of shares
1 Mr. Anupam Ghosh 99,994
2 Mr. Reshant Ghosh 1
3 Mrs. Sonia Ghosh 1
4 Mr. Amartya Ghosh 1
5 Ms. Anisha Ghosh 1
6 Ms. Madhvi Sharma 1
7 Ms. Sudha Sharma 1
Total 1,00,000
2. The details of allotment of 73,40,400 Equity Shares made on April 01, 2024 by way of Private Placement on
Business Acquisition of Proprietorship (including assets and liabilities) is as follows:
Sr.
Name of Shareholder No. of Equity Shares Allotted
No.
1. Mr. Anupam Ghosh 73,40,400
3. The Company thereafter Issued 6,73,200 Equity shares of face value Rs. 10/- each on June 11, 2024, for a
cash consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No of shares issued
No.
1. Mr. Sagar P Brahmbhatt 94,800
2. WOW Investments 67,200
3. Mr. Chander Seikhar Tiwari 48,000
4. Ms. Santosh Rani 33,600
5. M/s RNR Wealth Management Private Limited 33,600
6. Mr. Deepak Bansal (on behalf of M/s Deepak Bansal HUF) 20,400
7. Ms. Neeru Aggarwal 27,600
8. Mr. Pankaj Baheti (on behalf of M/s Pankaj Baheti HUF) 13,200
9. Mr. Ajay Midha (on behalf of M/s Ajay Midha HUF) 6,000
10. Ms. Kiran Tiwari 10,800
11. Ms. Rekha Sharma 9,600
12. Ms. Ritu Gupta 16,800
13. Mr. Rajesh Garg 16,800
14. M/s Dhanacharya Advisors LLP 19,200
15. Ms. Minakshi Sharma 19,200
16. Ms. Shilpi Gupta 24,000
17. Mr. Rohit Narang 12,000
18. Mr. Yogesh Mittal 55200
19. Mr. Sunil Chawla 30000
20. Ms. Suman Agrawal 20,400
21. Mr. Rakesh Kumar Agrawal 20,400
22. Mr. Ajay C Sareen 32,400
23. Ms. Deepika Bhargava 14,400
Page 82 of 41224. Mr. Rajat Goyal 27,600
Total 6,73,200
4. The Company thereafter Issued 3,14,400 Equity shares of face value Rs. 10/- each on June 17, 2024, for a
cash consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No. of Equity Shares Allotted
No.
1. Mr. Sandipan Das 27,600
2. Mr. Raghav Karol 2,70,000
3. Mr. Vinay Aggarwal 16,800
Total 3,14,400
5. The Company thereafter Issued 33,600 Equity shares of face value Rs. 10/- each on June 19, 2024, for a cash
consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No. of Equity Shares Allotted
No.
1. Anvi Power Investment Private Limited 33,600
Total 33,600
6. The Company thereafter Issued 13,200 Equity shares of face value Rs. 10/- each on July 10, 2024, for a cash
consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No. of Equity Shares Allotted
No.
1. Mr. Vikas Kalantri 6,600
2. Ms. Shweta Ashok Tiwari 6,600
Total 13,200
7. The Company thereafter Issued 1,87,200 Equity shares of face value Rs. 10/- each on July 29, 2024, for a
cash consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No. of Equity Shares Allotted
No.
1. Ms. Shazia Shujaul 13,200
2. Mr. Nooresh Merani 16,800
3. Mrs. Krishna Sethi 14,400
4. M/s Manoj Agarwal HUF 46,800
5. M/s M C N Capital Advisors Private Limited 30,000
6. Mr. Rahul Kumar Goyal 4,800
7. Mr. Aman Jindal 7,200
8. Ms. Raunak Agarwal 20,400
9. M/s True Surge Technologies Private Limited 20,400
10. Mr. Sandeep Aggarwal 13,200
Total 1,87,200
Page 83 of 4128. The Company thereafter Issued 1,89,600 Equity shares of face value Rs. 10/- each on August 02, 2024, for a
cash consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No. of Equity Shares Allotted
No.
1. Mr. Zulia Zafar 68,400
2. M/s KVP Finvest 19,200
3. M/s Dhanacharya Advisor LLP 33,600
4. Mr. Sagar Brahmbatt 54,000
5. Ms. Malvika Guaru 14,400
Total 1,89,600
9. The Company thereafter Issued 10,810 Equity shares of face value Rs. 10/- each on August 06, 2024, for a
cash consideration by way of Private Placement, mentioned in detail below:
Sr.
Name of Shareholder(s) No. of Equity Shares Allotted
No.
1. Ms. Karenjit Kaur Vohra 10,810
Total 10,810
10. The Company thereafter Issued 44,31,208 Equity shares on August 18, 2024, for consideration other than
cash by way of Bonus Issue in the ratio of 1: 2 i.e. 1 Equity shares for every 2 Equity Share held, mentioned in
detail below:
Sr. No. Name of Shareholder(s) No. of Equity Shares Allotted
1. Mr. Anupam Ghosh 37,20,197
2. Mr. Raghav Karol 1,35,000
3. Mr. Sagar P Brahmbhatt 74,400
4. Mr. Zulia Zafar 34,200
5. WOW Investments 33,600
6. Mr. Yogesh Mittal 27,600
7. M/s Dhanacharya Advisors LLP 26,400
8. Mr. Chander Seikhar Tiwari 24,000
9. M/s Manoj Agarwal HUF 23,400
10. Ms. Santosh Rani 16,800
11. M/s RNR Wealth Management Private Limited 16,800
12. Anvi Power Investment Pvt. Ltd. 16,800
13. Mr. Ajay C Sareen 16,200
14. Mr. Sunil Chawla 15,000
15. M/s MCN Capital Advisors Private Limited 15,000
16. Ms. Neeru Aggarwal 13,800
17. Mr. Rajat Goyal 13,800
18. Mr. Sandipan Das 13,800
19. Ms. Shilpi Gupta 12,000
20. Mr. Deepak Bansal (on behalf of M/s Deepak Bansal HUF) 10,200
21. Ms. Suman Agrawal 10,200
22. Mr. Rakesh Kumar Agrawal 10,200
23. Ms. Raunak Agarwal 10,200
24. M/s True Surge Technologies Private Limited 10,200
Page 84 of 41225. Ms. Minakshi Sharma 9,600
26. M/s KVP Finvest 9,600
27. Ms. Ritu Gupta 8,400
28. Mr. Rajesh Garg 8,400
29. Mr. Vinay Aggrawal 8,400
30. Mr. Nooresh Merani 8,400
31. Ms. Deepika Bhargava 7,200
32. Mrs. Krishna Sethi 7,200
33. Mr. Malvika Guaru 7,200
34. Mr. Pankaj Baheti (on behalf of M/s Pankaj Baheti HUF) 6,600
35. Ms. Shazia Shujaul 6,600
36. Mr. Sandeep Aggarwal 6,600
37. Mr. Rohit Narang 6,000
38. Ms. Karenjit Kaur Vohra 5405
39. Ms. Kiran Tiwari 5,400
40. Ms. Rekha Sharma 4,800
41. Mr. Aman Jindal 3,600
42. Mr. Vikas Kalantri 3,300
43. Ms. Shweta Tiwari 3300
44. Mr. Ajay Midha (on behalf of M/s Ajay Midha HUF) 3,000
45. Mr. Rahul Kumar Goyal 2,400
46. Mrs. Sonia Ghosh 1
47. Mr. Reshant Ghosh 1
48. Mr. Amartya Ghosh 1
49. Ms. Madhvi Sharma 1
50. Ms. Anisha Ghosh 1
51. Ms. Sudha Sharma 1
Total 44,31,208
(This space is left blank intentionally.)
Page 85 of 4123. Shareholding of the Promoters of our Company
As on date of the Prospectus, our promoter Mr. Anupam Ghosh, Mrs. Sonia Ghosh holds and Mr. Reshant Ghosh holds total 1,11,60,595 Equity Shares
constituting 83.95% of the issued, subscribed and paid-up Equity Share capital of our Company.
Details of build-up of shareholding of the Promoters
Issue/
Date of Allotment Face Consideration
No. of Equity Transfer Price Name of Pre-Issue
and made fully Nature of Issue Value Per (cash/ other
Shares Per Equity Share transferor Shareholding %
paid up /transfer Share (₹) than cash)
(₹)
Mr. Anupam Ghosh
12 March, 2024 On Incorporation 99,994 10 10 Cash NA 0.75%
01 April, 2024 Private Placement* 73,40,400 10 10 Other than cash NA 55.22%
18 August, 2024 On Bonus Issue 37,20,197 10 NA Other than cash NA 27.98%
Total 1,11,60,591 83.95%
Mr. Reshant Ghosh
12 March, 2024 On Incorporation 1 10 10 Cash NA Negligible
18 August, 2024 On Bonus Issue 1 10 NA Other than cash NA Negligible
Total 2 Negligible
Mrs. Sonia Ghosh
12 March, 2024 On Incorporation 1 10 10 Cash NA Negligible
18 August, 2024 On Bonus Issue 1 10 NA Other than cash NA Negligible
Total 2 Negligible
*The said shares have been allotted to Mr. Anupam Ghosh, against the assets and liabilities belonging to his erstwhile proprietorship, M/s Anondita
Healthcare, which were acquired by our company, pursuant to Business Transfer Agreement dated April 01, 2024.
All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity Shares. None of the Equity Shares held by
our Promoters are under pledge.
Page 86 of 4124. Our Shareholding Pattern
The table below represents the shareholding pattern of our Company as per Regulation 31 of the SEBI (LODR) Regulations, 2015, as per Benpos dated August 14,
2025:
Categ Category of shareholder No. Of No. of fully No. of No. of Total nos. Sharehol Number of Voting Rights held in each class No. of Shareholding, Number of Number of Number of
ory share paid-up equity Partly shares shares held ding as a of securities* Shares as a % locked in Shares shares held
Code holder Shares paid underly % of total Under lying assuming full Shares pledged or in
Held up ing no. of Outstandin conversion of otherwise dematerialize
equity Deposit share s g convertible encumbered d form
share ory (calculate No. of Voting Rights Total as convertible securities (as a No. (a) As a No. As a
s held Receipt d as per a % of securities percentage of % of (a) % of
s SCR R, (A+B+C) (including diluted share total total
1957) As Warrants) Capital) As a share s share s
Class X Class Y Total
a % of % of held held
(A+B (A+B+C2) (B) (B)
+C2)
I II III IV V VI VII= IV+ V VIII IX X XI=VII XII XIII XIV
+VI +X
Promoters and
(A) 5 1,11,60,599 - - 1,11,60,599 83.95 1,11,60,599 - 1,11,60,599 83.95 - 83.95 - - - -
Promoter Group 1,11,60,599
(B) Public 81 21,33,019 - - 21,33,019 16.05 21,33,019 - 21,33,019 16.05 - 16.05 - - - - 21,33,019
(C) Non-Promoter Non- - - - - - -
- - - - - - - - - - -
Public
(C1) Shares underlying DRs - - - - - - - - - - - - - - - - -
Shares held by - - - - - -
- - - - - - - - - - -
(C2) Employee Trusts
Total 86 1,32,93,618 - - 1,32,93,618 100.00 1,32,93,618 - 1,32,93,618 100.00 - 100.00 - - - - 1,32,93,618
*As on the date of this Prospectus 1 Equity Shares holds 1 vote.
Note:
• In terms of SEBI circular bearing No. CIR/ISD/3/2011 dated June 17, 2011 and SEBI circular bearing No. SEBI/CIR/ISD/ 05 /2011, dated September 30, 2011, the Equity Shares held by
the Promoters/Promoters Group Entities and 50% of the Equity Shares held by the public shareholders, shall be dematerialized. As on the date of this Prospectus, all the equity shares
have been in the dematerialized form.
• PAN of the Shareholders will be provided by our Company prior to Listing of Equity Share on the Stock Exchange.
• Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI (LODR) Regulations, 2015, one day prior to the listing of the
equity shares. The shareholding pattern will be uploaded on the website of NSE Emerge before commencement of trading of such Equity Shares.
Page 87 of 4125. As on the date of this Prospectus, there are no partly paid-up shares/outstanding convertible
securities/warrants in our Company.
6. Following are the details of the holding of securities of persons belonging to the category “Promoter and
Promoter Group” and “public” before and after the Issue:
Pre issue Post issue
Sr. Name of shareholder No. of equity As a % of No. of equity As a % of
No. Shares Issued Shares Issued
Capital Capital
Promoters
1. Mr. Anupam Ghosh 1,11,60,591 83.95% 1,11,60,591 61.71%
2. Mr. Reshant Ghosh 2 Negligible 2 Negligible
3. Ms. Sonia Ghosh 2 Negligible 2 Negligible
Total – A 1,11,60,595 83.95% 1,11,60,595 61.71%
Promoter Group
4. Ms. Anisha Ghosh 2 Negligible 2 Negligible
5. Ms. Madhvi Sharma* 2 Negligible 2 Negligible
Total – B 4 Negligible 4 Negligible
Total – C (Total A+B) 1,11,60,599 83.95% 1,11,60,599 61.71%
Public
7. Public 21,33,019 16.05% 21,33,019 11.79%
8. IPO - - 47,93,000 26.50%
Total - D 21,33,019 16.05% 69,26,019 38.29%
Total (C+D) 1,32,93,618 100.00% 1,80,86,618 100.00%
*Note: Madhvi Sharma has passed away on August 17, 2025.
7. The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the table
below:
Average cost of
Shares Held (Face Value of
S. No. Name Acquisition* (in
Rs. 10 each)
Rs.)
1. Mr. Anupam Ghosh 1,11,60,591 6.67
2. Mr. Reshant Ghosh 2 5.00
3. Ms. Sonia Ghosh 2 5.00
*Note: As certified by Jain Chopra & Company, Chartered Accountants, dated August 11, 2025.
8. Details of Major Shareholders:
(A) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date of this
Prospectus:
% shares held (%
Shares Held (Face Value of
S. No. Name Pre-Issue paid up
Rs. 10 each)
Capital)*
1. Mr. Anupam Ghosh 1,11,60,591 83.95%
Page 88 of 4122. Mohit Vinodkumar Aggarwal 5,31,800 4.00%
3. Sagar P Brahmbhatt 2,13,200 1.60%
Total 1,19,05,591 89.56%
(B) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on ten days prior to the
date of the Prospectus:
% shares held (%
Shares Held (Face Value of
Name Pre-Issue paid up
S. No. Rs. 10 each)
Capital)*
1. Mr. Anupam Ghosh 1,11,60,591 83.95%
2. Mohit Vinodkumar Aggarwal 5,31,800 4.00%
3. Sagar P Brahmbhatt 2,13,200 1.60%
Total 1,19,05,591 89.56%
(C) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on one year prior to
the date of this Prospectus:
% shares held (%
Shares Held (Face Value of
Name Pre-Issue paid up
S. No. Rs. 10 each)
Capital)*
1. Mr. Anupam Ghosh 1,11,60,591 83.95%
2. Mohit Vinodkumar Aggarwal 5,31,800 4.00%
3. Sagar P Brahmbhatt 2,23,200 1.68%
Total 1,19,15,591 89.63%
(D) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on two years prior to
the date of this Prospectus: N.A.
*The Company has not issued any convertible instruments like warrants, debentures etc. since its
incorporation and there are no outstanding convertible instruments as on date of this Prospectus.
** the % has been calculated based on existing (pre-issue) Paid up Capital of the Company.
9. Our Company has not issued any Equity Shares out of revaluation reserve or reserves without accrual of
cash resources.
10. Our Company has not issued any Equity Shares during a period of one year preceding the date of this
Prospectus at a price lower than the Issue Price.
11. Except as disclosed in this Prospectus, our Company presently does not have any intention or proposal to
alter its capital structure for a period of six (6) months from the date of opening of the Issue, by way of
spilt/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of
securities convertible into Equity Shares) whether preferential or otherwise. However, during such period or a
later date, it may issue Equity Shares or securities linked to Equity Shares to finance an acquisition, merger or
joint venture or for regulatory compliance or such other scheme of arrangement if an opportunity of such
nature is determined by its Board of Directors to be in the interest of our Company.
Page 89 of 41212. We have Eighty Six (86) shareholders as per Benpos dated August 14, 2025.
13. As on the date of this Prospectus, our Promoters and Promoters’ Group holds a total of 1,11,60,599 Equity
Shares representing 83.95% of the pre-issue paid up share capital of our Company.
14. None of our Promoters, their relatives and associates, persons in Promoter Group or the directors of the
Company which is a promoter of the Company and/or the Directors of the Company have purchased or sold
any securities of our Company during the past six months immediately preceding the date of filing this
Prospectus.
15. The members of the Promoters Group, our directors and the relatives of our directors have not financed the
purchase by any other person of securities of our Company, other than in the normal course of the business of
the financing entity, during the six months immediately preceding the date of filing this Prospectus.
16. Details of Promoter’s Contribution locked in for three years:
As per Sub-Regulation (1) of Regulation 236 of the SEBI (ICDR) Regulations, 2018, an aggregate of 20% of the post-
Issue Capital shall be considered as Promoter’s Contribution.
Our Promoters have granted consent to include such number of Equity Shares held by them as may constitute 20.00%
of the post-issue Equity Share Capital of our Company as Promoters Contribution and have agreed not to sell or transfer
or pledge or otherwise dispose of in any manner, the Promoters Contribution from the date of filing of this Prospectus
until the completion of the lock-in period specified above.
In terms of clause (a) of Regulation 238 of the SEBI (ICDR) Regulations, 2018, Minimum Promoters Contribution as
mentioned above shall be locked-in for a period of 3 years from the date of commencement of commercial production
or date of allotment in the Initial Public Offer, whichever is later.
Explanation: The expression “date of commencement of commercial production” means the last date of the month in
which commercial production of the project in respect of which the funds raised are proposed to be utilized as stated
in the offer document, is expected to commence.
We further confirm that Minimum Promoters Contribution of 20.00% of the post issue paid-up Equity Shares Capital
does not include any contribution from Alternative Investment Fund.
The Minimum Promoters Contribution has been brought into to the extent of not less than the specified minimum lot
and has been contributed by the persons defined as Promoters under the SEBI (ICDR) Regulations, 2018.
The lock-in of the Minimum Promoters Contribution will be created as per applicable regulations and procedure and
details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares.
The details of the Equity Shares held by our Promoters, which are locked in for a period of 3 years from the date of
Page 90 of 412Allotment in the Offer are given below:
Name of Date of Nature of No. of Face Issue/ Percentage Lock in
Promoter transaction and Transaction Equity Value Acquisition of post- Period
when made fully Shares (Rs.) Price per Offer paid-
paid-up Equity up capital
Share (Rs.) (%)
Anupam
18 August, 2024 Bonus Issue 36,30,000 10 NA 20.07% 3 Years
Ghosh
The Equity Shares that are being locked in are not ineligible for computation of Promoters contribution in terms of
Regulation 237 of the SEBI ICDR Regulations. Equity Shares offered by the Promoters for the minimum Promoters
contribution are not subject to pledge. Lock-in period shall commence from the date of allotment of Equity Shares in
the Public Issue.
We confirm that the minimum Promoters contribution of 20.00% which is subject to lock-in for 3 years does not consist
of:
a) Equity Shares acquired during the preceding three years for consideration other than cash and revaluation of
assets or capitalization of intangible assets;
b) Equity Shares acquired during the preceding three years resulting from a bonus issue by utilization of
revaluation reserves or Unrealised profits of the issuer or from bonus issue against equity shares which are
ineligible for minimum Promoters contribution;
c) Equity Shares acquired by Promoters during the preceding one year at a price lower than the Issue Price;
d) The Equity Shares held by the Promoters and offered for minimum 20% Promoters Contribution are not subject
to any pledge.
e) Equity Shares for which specific written consent has not been obtained from the shareholders for inclusion of
their subscription in the minimum Promoters Contribution subject to lock-in.
Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237 of SEBI
(ICDR) Regulations, 2018
Eligibility Status of Equity
Reg. No. Promoters’ Minimum Contribution Shares
Conditions forming part of Promoter’s
Contribution
237 (1) (a) (i) Specified securities acquired during the preceding three The Minimum Promoter’s contribution
years, if they are acquired for consideration other than does not consist of such Equity Shares
cash and revaluation of assets or capitalization of which have been acquired for
intangible assets is involved in such transaction consideration other than cash and
revaluation of assets or capitalization
of intangible assets. Hence Eligible
237 (1) (a) Specified securities acquired during the preceding three The minimum Promoter’s contribution
(ii) years, resulting from a bonus issue by utilization of does not consist of such Equity Shares.
revaluation reserves or unrealized profits of the issuer or Hence Eligible
from bonus issue against Equity Shares which are
ineligible for minimum promoters’ contribution
Page 91 of 412237 (1) (b) Specified securities acquired by the promoters and The minimum Promoter’s contribution
alternative investment funds or foreign venture capital does not consist of such Equity Shares.
investors or scheduled commercial banks or public Hence Eligible.
financial institutions or insurance companies registered
with Insurance Regulatory and Development Authority of
India, during the preceding one year at a price lower than
the price at which specified securities are being offered to
the public in the initial public offer.
237 (1) (c) Specified securities allotted to the promoters and The minimum Promoter’s contribution
alternative investment funds during the preceding one does not consist of such Equity Shares.
year at a price less than the issue price, against funds Hence Eligible.
brought in by them during that period, in case of an issuer
formed by conversion of one or more partnership firms or
limited liability partnerships, where the partners of the
erstwhile partnership firms or limited liability partnerships
are the promoters of the issuer and there is no
change in the management
237 (1) (d) Specified securities pledged with any creditor. Our Promoter’s has not Pledged any
shares with any creditors.
Accordingly, the minimum Promoter’s
contribution does not consist of such
Equity Shares.
Hence Eligible.
In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity
Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in period
and in case such equity shares are dematerialized, the Company shall ensure that the lock in is recorded by the
Depository.
Equity Shares locked-in for one year.
In addition to above Equity Shares that are locked-in for three years as the minimum Promoters’ contribution, the
promoters and public pre-issue shareholding of Equity Share capital of our Company, i.e. 96,63,618 Equity Shares
shall be locked in for a period of one year from the date of Allotment in the Public Issue. Further, such lock-in of
Equity Shares would be created as per the bye laws of the Depositories.
Pledge of Locked in Equity Shares:
In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the locked-in Equity Shares held by our Promoters
can be pledged only with any scheduled commercial banks or public financial institutions as collateral security for
loans granted by such banks or financial institutions, subject to the following:
• In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its
subsidiary (ies) for the purpose of financing one or more of the Objects of the Issue and pledge of equity
shares is one of the terms of sanction of the loan.
• In case of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution, the pledge of
equity shares is one of the terms of sanction of the loan.
However, lock in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible
to transfer the equity shares till the lock in period stipulated has expired.
Page 92 of 412Transferability of Locked in Equity Shares:
In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable:
• The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR)
Regulations, 2018 may be transferred to another Promoters or any person of the Promoter Group or to a new
promoter(s) or persons in control of our Company, subject to continuation of lock-in for the remaining period
with transferee and such transferee shall not be eligible to transfer them till the lock- in period stipulated has
expired.
• The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI
(ICDR) Regulations, 2018 may be transferred to any other person (including Promoter and Promoters‘
Group) holding the equity shares which are locked-in along with the equity shares proposed to be transferred,
subject to continuation of lock-in for the remaining period with transferee and such transferee shall not be
eligible to transfer them till the lock- in period stipulated has expired.
17. Our Company, our Promoters, our Directors and the BRLM to this Offer have not entered into any buy-back,
standby or similar arrangements with any person for purchase of our Equity Shares from any person.
18. Our Company has not issued shares for consideration other than cash or out of revaluation of reserves, including
Bonus Shares, at any point of time since Incorporation except the following:
No. of Face Issue Benefit
Date of Reason for
S. No. Name of Allottees Shares Value Price occurred to
Allotment Allotment
Allotted (Rs.) (Rs.) Issuer
Acquisition
of Assets
Private and
Placement on Liabilities
1. Mr. Anupam Ghosh 73,40,400 10 10 01-04-2024
Business of
Acquisition Proprietorsh
ip by the
Company
2. Mr. Anupam Ghosh 37,20,197 10 N.A. 18-08-2024
3. Mr. Raghav Karol 1,35,000 10 N.A. 18-08-2024
4. Mr. Sagar P Brahmbhatt 74,400 10 N.A. 18-08-2024
5. Mr. Zulia Zafar 34,200 10 N.A. 18-08-2024
6. WOW Investments 33,600 10 N.A. 18-08-2024
7. Mr. Yogesh Mittal 27,600 10 N.A. 18-08-2024 Capitalizati
8. M/s Dhanacharya Bonus Issue on of
26,400 10 N.A. 18-08-2024
Advisors LLP Reserve
9. Mr. Chander Seikhar
24,000 10 N.A. 18-08-2024
Tiwari
10. M/s Manoj Agarwal 23,400
10 N.A. 18-08-2024
HUF
11. Ms. Santosh Rani 16,800 10 N.A. 18-08-2024
Page 93 of 41212. M/s RNR Wealth
Management Private 16,800 10 N.A. 18-08-2024
Limited
13. Anvi Power Investment
16,800 10 N.A. 18-08-2024
Pvt. Ltd.
14. Mr. Ajay C Sareen 16,200 10 N.A. 18-08-2024
15. Mr. Sunil Chawla 15,000 10 N.A. 18-08-2024
16. M/s M C N Capital
15,000 10 N.A. 18-08-2024
Advisors Private Limited
17. Ms. Neeru Aggarwal 13,800 10 N.A. 18-08-2024
18. Mr. Rajat Goyal 13,800 10 N.A. 18-08-2024
19. Mr. Sandipan Das 13,800 10 N.A. 18-08-2024
20. Ms. Shilpi Gupta 12,000 10 N.A. 18-08-2024
21. Mr. Deepak Bansal (on
behalf of M/s Deepak 10,200 10 N.A. 18-08-2024
Bansal HUF)
22. Ms. Suman Agrawal 10,200 10 N.A. 18-08-2024
23. Mr. Rakesh Kumar
10,200 10 N.A. 18-08-2024
Agrawal
24. Ms. Raunak Agarwal 10,200 10 N.A. 18-08-2024
25. M/s True Surge
Technologies Private 10,200 10 N.A. 18-08-2024
Limited
26. Ms. Minakshi Sharma 9,600 10 N.A. 18-08-2024
27. M/s KVP Finvest 9,600 10 N.A. 18-08-2024
28. Ms. Ritu Gupta 8,400 10 N.A. 18-08-2024
29. Mr. Rajesh Garg 8,400 10 N.A. 18-08-2024
30. Mr. Vinay Aggrawal 8,400 10 N.A. 18-08-2024
31. Mr. Nooresh Merani 8,400 10 N.A. 18-08-2024
32. Ms. Deepika Bhargava 7,200 10 N.A. 18-08-2024
33. Mrs. Krishna Sethi 7,200 10 N.A. 18-08-2024
34. Mr. Malvika Guaru 7,200 10 N.A. 18-08-2024
35. Mr. Pankaj Baheti (on
behalf of M/s Pankaj 6,600 10 N.A. 18-08-2024
Baheti HUF)
36. Ms. Shazia Shujaul 6,600 10 N.A. 18-08-2024
37. Mr. Sandeep Aggarwal 6,600 10 18-08-2024
38. Mr. Rohit Narang 6,000 10 N.A. 18-08-2024
39. Ms. Karenjit Kaur Vohra 5,405 10 N.A. 18-08-2024
40. Ms. Kiran Tiwari 5,400 10 N.A. 18-08-2024
41. Ms. Rekha Sharma 4,800 10 N.A. 18-08-2024
42. Mr. Aman Jindal 3,600 10 N.A. 18-08-2024
43. Mr. Vikas Kalantri 3,300 10 N.A. 18-08-2024
44. Ms. Shweta Tiwari 3,300 10 N.A. 18-08-2024
45. Mr. Ajay Midha (on 3,000 10 N.A. 18-08-2024
Page 94 of 412behalf of M/s Ajay
Midha HUF)
46. Mr. Rahul Kumar Goyal 2,400 10 N.A. 18-08-2024
47. Ms. Sonia Ghosh 1 10 N.A. 18-08-2024
48. Mr. Reshant Ghosh 1 10 N.A. 18-08-2024
49. Mr. Amartya Ghosh 1 10 N.A. 18-08-2024
50. Ms. Madhvi Sharma 1 10 N.A. 18-08-2024
51. Ms. Anisha Ghosh 1 10 N.A. 18-08-2024
52. Ms. Sudha Sharma 1 10 N.A. 18-08-2024
Total 1,17,71,608
19. Our Company has not allotted any Equity Shares pursuant to any scheme approved under Sections 230 to
234 of the Companies Act, 2013.
20. Except as disclosed below, our Company has not re-valued its assets since inception. However, our company
has not issued any Equity Shares (including bonus shares) by capitalizing any revaluation reserves.
The details of revaluation of assets done in the past is as follows:
• During the financial year 2021-2022, the Company got a revaluation of leasehold land and Freehold land done by
a government approved valuer of Rs. 461.69 Lakhs.
21. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for
our employees, and we do not intend to allot any shares to our employees under Employee Stock Option Scheme
/Employee Stock Purchase Scheme from the proposed issue. As and when options are granted to our employees
under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee
Benefits) Regulations, 2021.
22. There are no safety net arrangements for this public Offer.
23. As on the date of filing of this Prospectus, there are no outstanding warrants, options or rights to convert
debentures, loans or other financial instruments into our Equity Shares.
24. As per Regulation 268(2) of SEBI (ICDR) Regulations, 2018, an over-subscription to the extent of 10% of
the Issue can be retained for the purpose of rounding off while finalizing the basis of allotment to the nearest
integer during finalizing the allotment, subject to minimum allotment lot. Consequently, the actual allotment
may go up by a maximum of 10% of the Issue, as a result of which, the post issue paid up capital after the Issue
would also increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the
Promoters and subject to lock-in shall be suitably increased to ensure that 20% of the post issue paid-up capital
is locked-in.
Page 95 of 41225. All the Equity Shares of our Company are fully paid up as on the date of this Prospectus. Further, since the
entire money in respect of the Offer is being called on application, all the successful applicants will be allotted
fully paid-up equity shares.
26. As per RBI regulations, OCBs are not allowed to participate in this Issue.
27. There is no Buyback, stand by, or similar arrangement by our Company/Promoters/Directors/BRLM for
purchase of Equity Shares issued / offered through this Prospectus.
28. As on the date of this Prospectus, none of the shares held by our Promoters/ Promoter Group are pledged
with any financial institutions or banks or any third party as security for repayment of loans.
29. Investors may note that in case of over-subscription, the allocation in the Issue shall be as per the
requirements of Regulation 253 of SEBI (ICDR) Regulations, as amended from time to time.
30. Under subscription, if any, in any category, shall be met with spill-over from any other category or
combination of categories at the discretion of our Company, in consultation with the BRLM and NSE.
31. The Issue is being made through Book Building Method.
32. BRLM to the Issue viz. Narnolia Financial Services Limited and its associates do not hold any Equity Shares
of our Company.
33. Our Company has not raised any bridge loan against the proceeds of this Issue.
34. Our Company undertakes that at any given time, there shall be only one denomination for our Equity
Shares, unless otherwise permitted by law.
35. Our Company shall comply with such accounting and disclosure norms as specified by SEBI from time to
time.
36. Our Company is in compliance with the Companies Act, 2013 with respect to issuance of securities since
inception till the date of filing of Prospectus.
37. An Applicant cannot make an application for more than the number of Equity Shares being Issued/Offered
through this Prospectus, subject to the maximum limit of investment prescribed under relevant laws applicable
to each category of investors.
Page 96 of 41238. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise shall be
made either by us or our Promoters to the persons who receive allotments, if any, in this Offer.
39. Our Promoters and the members of our Promoter Group will not participate in this Issue.
40. Our Company has not made any public issue since its incorporation.
41. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter
Group between the date of filing the Prospectus and the Offer Closing Date shall be reported to the Stock
Exchange within twenty-four hours of such transaction.
42. For the details of transactions by our Company with our Promoter Group, Group Companies during the
year ended on March 31, 2025, March 31, 2024 & March 31, 2023, please refer to Note 41 ― Related Party
Transaction in the chapter titled “Financial Information – Financial Statements as Restated” beginning on page
number 247 of this Prospectus.
43. None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except as stated
in the chapter titled “Our Management” beginning on page number 207 of this Prospectus.
(This space is left blank intentionally.)
Page 97 of 412OBJECTS OF THE ISSUE
Our Company proposes to utilize the funds which are being raised towards funding the following objects
and achieve the benefits of listing on the Emerge Platform of NSE.
The objects of the Issue are:
1. Funding capital expenditure requirements for the purchase of equipment/machineries;
2. Funding the working capital requirements of our Company;
3. To meet out the expenses for Unidentified Acquisition and General Corporate Purposes.
(Collectively referred to as “Objects”)
Our Company believes that listing will enhance our Company’s corporate image, brand name and create a
public market for its Equity Shares in India. The main objects clause of our Memorandum enables our
Company to undertake the activities for which funds are being raised in the Issue. The existing activities
of our Company are within the objects clause of our Memorandum. The fund requirement and deployment
are based on internal management estimates and has not been appraised by any bank or financial institution.
REQUIREMENT OF FUNDS
The proceeds of the Issue, after deducting Issue related expenses, are estimated to be ₹ 6,115.87 Lakhs (the
“Net Issue Proceeds”).
The following table summarizes the requirement of funds:
S. No. Particulars Rupees in Lakhs
1. Gross Issue Proceeds 6,949.85*
2. Less: Issue Related Expenses** 833.98*
Net proceeds 6,115.87*
*Subject to finalization of basis of allotment.
**As per the certificate given by M/s Jain Chopra & Co., Chartered Accountant, dated August 11, 2025 the
Company has incurred Rs. 24,19,000 towards issue expenses till August 11, 2025.
UTILISATION OF FUNDS:
Fund Requirements
Our funding requirements are dependent on a number of factors which may not be in the control of our
management, changes in our financial condition and current commercial conditions. Such factors may entail
rescheduling and / or revising the planned expenditure and funding requirement and increasing or decreasing
the expenditure for a particular purpose from the planned expenditure.
We intend to utilize the proceeds of the Fresh Issue, in the manner set forth below:
Page 98 of 412S. NO Particulars Amount (Rs. in Lakh)
Funding capital expenditure requirements for the purchase
1. 600.00
of equipment/machineries
2. Funding the Working Capital requirement 3,500.00
3. Unidentified Acquisition and General Corporate Purposes* 2,015.87
Total 6,115.87
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the
RoC and the amount to be utilized for general corporate purposes and unidentified acquisition shall not
exceed 35% of the amount raised by our Company.
Note: Any Additional cost will be borne by the company through internal accruals.
The requirements of the objects detailed above are intended to be funded from the proceeds of the Issue.
Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised
from the proposed Issue.
The fund requirement and deployment are based on internal management estimates and have not been
appraised by any bank or financial institution. These are based on current conditions and are subject to
change in light of changes in external circumstances or costs, other financial conditions, business or
strategy, as discussed further below.
In case of variations in the actual utilization of funds allocated for the purposes set forth above, increased
fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of
the other purposes for which funds are being raised in this Issue. If surplus funds are unavailable, the required
financing will be through our internal accruals and/or debt.
We may have to revise our fund requirements and deployment as a result of changes in commercial and other
external factors, which may not be within the control of our management. This may entail rescheduling,
revising or cancelling the fund requirements and increasing or decreasing the fund requirements for a
particular purpose from its fund requirements mentioned below, at the discretion of our management. In case
of any shortfall or cost overruns, we intend to meet our estimated expenditure from internal accruals and/or
debt. In case of any such re-scheduling, it shall be made by compliance of the relevant provisions of the
Companies Act, 2013.
Details of Utilization of Issue Proceeds
1. Capital Expenditure towards purchase of plant and machineries
Our Company intends to deploy amount of Rs. 600.00 Lakhs from the net proceeds towards capital
expenditures, for the purchase of equipment/machineries. The total estimation of the capital expenditure to
be incurred by the company for the purchase of such equipments/machineries is 695.34 Lakhs. Out of total
capital expenditures of Rs. 695.34 Lakhs, our Company intends to deploy amount aggregating to Rs. 600.00
Lakhs from Net Proceeds of the Issue and Rs. 95.34 Lakhs is to be incurred by the company from its internal
sources.
Page 99 of 412No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
The utilisation will be for the capital expenditures towards purchase of plant and machineries with advanced
automation processes.
Description and Purpose of Purchasing the Machinery:
For increasing our production capacity with respect to the production of condoms, we need to establish and
develop more manufacturing lines for which we need the below defined machinery:
1. Condom Mould
Description: The condom mould, typically made of glass, is the template used for forming the shape of the
condom. Its smooth surface ensures a precise shape and thickness for each product.
Process Details: The mould is dipped into latex solution and removed slowly, allowing a thin layer of latex
to cover it. The latex layer is then dried and cured to form the final product shape.
2. Compounding Tank
Description: The compounding tank, also known as the latex maturation tank, is used for the vulcanization
process, where latex is mixed with curing agents, stabilizers, and other additives.
Process Details: Latex matures in this tank for a specified period, allowing the mixture to achieve the
necessary properties for product durability and elasticity.
3. AOD Pump (Air-Operated Diaphragm Pump)
Description: An AOD pump uses compressed air to move materials, such as latex or slurry, through the
equipment.
Process Details: The pump's air pressure allows for efficient material transfer, especially useful in
environments where electric pumps aren’t suitable due to safety concerns.
4. Washing Machine
Description: This machine removes unwanted chemicals and residues from latex-coated products after
dipping.
Process Details: It thoroughly cleanses products, ensuring they are free of impurities before proceeding to the
drying stage.
5. Washing Slurry Tank
Description: A tank for storing and preparing slurry solutions needed for various washing stages.
Process Details: This tank stores and mixes of chemicals to create the appropriate washing solution for
Page 100 of 412effective cleaning.
6. Drying Machine
Description: The drying machine removes moisture from latex products after washing.
Process Details: It applies gentle heat to remove remaining moisture, ensuring that the products maintain
their shape and integrity.
7. Electronic Testing Machine
Description: This machine performs 100% electronic testing of each product to ensure quality.
Process Details: Each piece undergoes a thorough inspection, identifying and removing defective items
before packaging.
8. Foil Machine
Description: The foil machine is a sealing and packing device that wraps individual products in foil with
lubricant and, if needed, flavor.
Process Details: This machine creates a hermetic seal, preserving product freshness and ensuring hygiene.
9. Over-Wrapping Machine
Description: It applies an additional layer of polythene around individual product boxes, providing extra
protection.
Process Details: The machine laminates or wraps boxes, safeguarding them against contamination and
improving shelf life.
10. Printing Machine
Description: This machine applies batch coding and design elements onto each product package.
Process Details: It prints required details like batch numbers, manufacturing dates, and vendor information,
ensuring compliance with regulatory standards.
11. Lubricant Tumbler Machine
Description: The lubricant tumbler machine evenly applies lubricant to products.
Process Details: It gently tumbles products in a chamber filled with lubricant, achieving uniform coverage
on each piece.
12. Shrink Wrapping Machine
Description: Similar to the over-wrapping machine, this machine covers outer boxes with a protective layer
of polythene.
Page 101 of 412Process Details: The shrink wrap adds an extra layer of protection, sealing each box to prevent exposure to
moisture or contaminants.
13. DM Water Storage Tank
Description: A tank designated for storing demineralized (DM) water, which is crucial for mixing and
rinsing stages.
Process Details: The water is kept free of minerals and impurities, ensuring it does not react with latex or
interfere with product quality.
14. Strapping Machine
Description: This machine ties large shipping cartons securely with straps, readying them for transport.
Process Details: It uses durable straps to secure boxes, preventing movement or damage during transit.
15. Packing Machine
Description: Semi Automated machine for packing individual condom foils into boxes.
Process Details: The machine sorts, counts, and arranges foil packs, inserts them into inner boxes, and seals
them. This streamlines the packaging process, ensuring efficiency and accuracy in meeting packaging
standards.
16. Trolley:
Description: A wheeled cart for transporting materials or products within the production facility.
Process Details: Trolleys streamline movement between stations, allowing quick and easy material handling,
reducing manual labor and improving workflow efficiency.
17. Weight Balancing Machine:
Description: A machine used to measure and balance product weight accurately.
Process Details: Products are weighed to meet quality standards, ensuring each package contains the correct
amount, reducing errors and waste in production.
18. Thermopack Plant and Pipeline:
Description: A thermal packaging plant that generates and distributes hot water or steam.
Process Details: The thermopack heats and circulates steam or hot water through pipelines to various
equipment, maintaining optimal temperatures for consistent production quality.
19. Main Electric Panel:
Description: The central control panel for electrical distribution across the plant.
Process Details: It manages power supply, load distribution, and protection for equipment, ensuring stable
Page 102 of 412and safe power distribution throughout the facility.
20. Chiller:
Description: A cooling unit that reduces the temperature of water or air used in manufacturing processes.
Process Details: Chillers maintain controlled cooling for machinery or materials, helping regulate
temperature-sensitive processes and improving production stability.
21. ETP (Effluent Treatment Plant):
Description: A system that treats wastewater generated from manufacturing.
Process Details: The ETP processes and purifies waste, ensuring discharged water meets environmental
standards and reduces pollutants.
22. Inflation Testing Machine:
Description: A device that tests product durability by inflating them to specific pressures.
Process Details: It checks for leaks or defects, ensuring that each product meets safety and durability
standards before packaging.
23. Stabilizer (30, 75, 100 KVA):
Description: Voltage stabilizers that ensure steady power supply.
Process Details: These units protect sensitive equipment by stabilizing voltage, preventing fluctuations, and
enhancing machine longevity.
24. Lift (Elevator):
Description: An elevator system for transporting materials or personnel between facility floors, improving
efficiency and safety.
Process Details: The lift is designed to handle heavy loads, allowing secure vertical transport of materials
and personnel. Equipped with safety features, it supports streamlined workflow by enabling quick and
reliable movement, reducing manual handling.
25. Fully Electronic Weighbridge:
Description: A precision electronic weighing system for measuring the weight of large loads, often
integrated with digital monitoring and recording.
Process Details: Vehicles or bulk materials are weighed by the weighbridge, providing exact weight
measurements crucial for inventory, quality control, and logistics. The system’s digital interface ensures
quick, accurate readings and supports seamless data integration into facility records.
The rationale for purchasing the above defined machineries with the proceeds from the issue and the
benefit accruing from this is as follows:
Page 103 of 4121. Improvement of order execution capability
To support growth and meet the demands of an expanding client base, strengthening our order execution
capabilities is essential. Investment in additional machinery will increase operational efficiency, allowing
for an increase project execution capacity and improved turnaround times. This enables us to maintain
consistent delivery schedules and meet client expectations, thereby enhancing customer trust and
satisfaction.
2. To enhance production quality
With the passage of time, technology has become more advanced and modern machineries are capable of
producing high quality goods. Modern machinery also incorporates advanced technologies, sensors, and
automation, ensuring high precision in production and uniformity across batches, reducing variability and
defects.
the company has a dedicated quality management team, to ensure product quality and compliance with
standards. Requisite steps are followed including Raw Material and Packaging Material Quarantine, Quality
Checks of Raw Material, latex, lubricant etc. and electronic testing of finished product.
Further, the company’s ISO certifications ((ISO 13485:2016 and ISO 9001:2015), points to the fact that the
company has been following necessary production quality processes. Also, the company confirms that it has
all the necessary equipment for both in-process and finished goods testing to ensure compliance with quality
standards for its current production capacity. The company also retains a few sample products from each
batch, and random testing happens regularly.
However, the company is in the process of procuring additional machinery, required to support the planned
extension of production capacity. This will enable it to enhance its laboratory capabilities by purchasing
additional equipment for raw material testing Over time, more technologically advanced machineries have
been developed, and once the company deploys them, it will further strengthen its in-house testing
capabilities and ensure seamless quality control across all stages of production. These machines are more
adept at detecting substandard products, and as such would enhance our production quality by doing so at
an earlier stage then what the company can do presently.
3. Reduction of Cost of Production and Enhances Durability:
Newly acquired machinery incorporates the latest advancements in technology and safety, resulting in
reduced energy consumption and maintenance expenses. This leads to substantial savings in production
costs and ensures optimal equipment performance. Consequently, these investments enhance durability and
maximize long-term returns, offering a more sustainable and profitable option.
4. Increase Automation:
The purchase of the above defined machineries will allow us to automate our process and will will be
ultimately lead to long-term cost savings by reducing labor expenses and minimizing errors. Automation
Page 104 of 412can reduce the risk of workplace injuries by minimizing human involvement in potentially hazardous
processes.
(This space is left blank intentionally.)
Page 105 of 412We intend to purchase the following machineries, the tentative costs for which as per quotations
received from various vendors, is as follows:
(Amount in Rs. Lakhs)
S.No. Machine Quantity Supplier/Vendor Quotation Validity Amount of
Description Date Period Purchase
Quanzhou
Foiling Yingchuan 83.77($24,000
1. 4 30.07.2025 6 months
Machine Import & Export *4*87.27)
Trade Co. Ltd
Quanzhou
Shrink 48.17
Yingchuan
2. Wrapping 2 30.07.2025 6 months ($27,600*2*8
Import & Export
Machine-01 7.27)
Trade Co. Ltd.
Quanzhou
13.96
Yingchuan
3. Chiller 2 30.07.2025 6 months ($8,000*2*87.
Import & Export
27)
Trade Co. Ltd.
Quanzhou 69.11
Inflation
Yingchuan ($26,400*3*8
4. Testing 3 30.07.2025 6 months
Import & Export 7.27)
Machine
Trade Co. Ltd.
Quanzhou
Electronic 102.62
Yingchuan
5. Testing 2 30.07.2025 6 months ($58,800*2*8
Import & Export
Machine 7.27)
Trade Co. Ltd.
Vendor 1: Vendor 1 -
Quanzhou 39.79
Drying Vendor 1 –
6. 4 Yingchuan 6 months
Machine 30.07.2025
Import & Export (11400*4*87.
Trade Co. Ltd. 27)
Condom
13.08.202 64.00
7. Mould (Glass 25,600 JBB Scientific 6 months
5 (25,600*250)
Material)
Rightway
8. AOD-Pump 1 Engineering 06.08.2025 6 months 0.70
Printing
Kapil Packaging 14.08.202
9. Machine 4 6 months 10.00 (2.50*4)
System 5
(Batch coding)
Pranjali Water 01.08.2025 6 months
D.M. Water
10. 2 Solution 1.80 (0.90*2)
Storage Tank
Technology
Page 106 of 412Vendor 1: AR 06.08.202 6 months
Vendor 1 –
Packaging 5
2.00 (1*2)
Solutions
Strapping
11. 2
Machine 6 months
Vendor 2: PNP
12.08.202 Vendor 2 –
Packaging
5 1.56 (0.78*2)
Solution
Packing 14.08.202 6 months
12. 4 Suthar Pack Tech 38.00 (9.50*4)
Machine 5
75KVA and 100
75KVA - 1.15
KVA
Stabilizers, 30
13. KVA, 100 1 14.08.2025 6 months 100KVA -
Vendor:
KVA, 75KVA 1.22
Servomec
Stabilizer Total 2.37
(1.15+1.22)
Washing
14. 4 Himalayan Steam 6.11.2024 6 months 38.53 (9.63*4)
Machine
Pranjali Water
15. ETP Plant 1 Solution 01.08.2025 6 months 5.25
Technology
Weighing MP Scale
16. 1 05.08.2025 6 months 0.30
Scale Corporation
Thermopack
Enhance Enviro
17. plant & Pipe 1 13.08.2025 6 months 18.40
Tech Solution
line etc.
Main Electric VS Power
18. 1 14.08.2025 6 months 15.95
Panel Controls
VS Power
19. Transformers 1 14.08.2025 6 months 9.80
Controls
Compounding Sahil Steel 07.08.202
20. 16 6 months 22.08 (1.38*16)
Tank-01-05 Fabrication 5
Washing Sahil Steel 07.08.202
21. 4 6 months 5.52 (1.38*4)
Slurry Tank Fabrication 5
Lubrication 5.92
05.08.202
22. Tumbler 2 Himalayan Steam 6 months
5
Machine-01 (2.96*2)
Shree Shyam 31.07.2025 6 months
23. Trolley 4 0.20 (0.05*4)
Industries
Page 107 of 412Shri Vinayak
Packaging
24. Over wrapping 2 01.08.2025 6 months 42.00 (10.90*2)
Machine Private
Limited
Laboratory 42.37
25. 1 AI Energy 14.08.202 6 months
Equipments ($48,550*87.27)
5
Fully
MP Scale
26. Electronic 1 05.08.2025 6 months 4.37
Corporation
Weighbridge
Gatiman 14.08.2025
27. Lift 1 6 months 8.80
Hydraulic
Total 695.34
*Where two quotations are received, the lower of the two quotation’s is considered for the purpose of
calculating the total estimate for capex related to purchase of machinery
Notes:
• The purchase price mentioned is exclusive of GST and other applicable taxes.
• We have considered the above quotations for the budgetary estimate purpose and have not placed orders
for them. The actual cost of procurement and actual supplier/dealer may vary.
• In case of any increase in purchase consideration, the same will be funded by the company through
internal accruals.
• Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not have
any interest in the proposed acquisition of the equipment or in the entity from whom we have placed
purchase orders in relation to such proposed acquisition of the equipment.
• The dollar amount is taken as Rs. 87.27, which was the existing dollar to INR price as on July 30, 2025.
2. Working Capital Requirements:
The Company proposes to utilise Rs. 3,500 Lakhs towards funding its working capital requirements in the
ordinary course of business. We have significant working capital requirements, and in the ordinary course of
business, we fund our working capital needs through internal accruals. Our Company, in order to support its
incremental business requirements, funding growth opportunities and for other strategic, business, and
corporate purposes requires additional working capital and such funding is expected to lead to a consequent
increase in our revenues and profitability.
Basis of Estimation
The projections of the working capital requirements for the financial years ending on March 31, 2026 and
March 31, 2027, have been prepared based on the management estimates of future financial performance. The
projection has been prepared using a set of assumptions that include assumptions about future events and
management’s actions that are not necessarily expected to occur. On the basis of existing and estimated
working capital requirement of our Company on standalone basis, and assumptions for such working capital
requirements. The proposed funding of such working capital requirements as set forth below:
Page 108 of 412(Amount in Lakhs)
Particulars March 31, March 31, March 31, March 31, March 31,
2023 2024 2025 2026 2027
(A) (A) (A) (P) (P)
Current Assets
Inventory 747.65 710.15 896.28 1,376.71 1,790.75
Trade Receivables 1,314.62 1,248.27 1,660.42 3,150.68 4,273.97
Other Current Assets 204.93 499.19 1,474.83 958.90 1,246.58
Cash & Cash Equivalent 25.95 26.72 25.56 228.35 383.88
Total 2,293.14 2,484.33 4,057.10 5,714.65 7,695.18
Current Liabilities
Trade Payables 455.23 500.67 352.58 900.00 1,154.59
Other Current Liabilities 79.67 90.34 134.74 227.55 292.04
Short Term Provisions 75.30 208.23 326.76 310.29 398.24
Total 610.20 799.24 814.09 1,437.84 1,844.87
WC Requirement 1,682.94 1,685.08 3,243.01 4,276.81 5,850.31
Short Term Borrowings 1,185.63 1,169.52 1,434.99 1,103.52 1,135.88
Internal Accruals** 497.31 515.56 1,808.02 1,923.29 2,464.43
IPO Proceeds - - - 1,250.00 2,250.00
**Internal Accruals include funds raised cash accruals for the year and short-term debt, if any.
Basis of Estimation and Key Assumptions for working capital projections made by the Company:
(No. of days)
March 31, March 31, March 31, March 31, March 31,
Particulars 2023 (A) 2024 (A) 2025 (A) 2026 (P) 2027 (P)
Inventory Days 96 80 103 75 75
Trade Receivable 134 98 100 115 120
Days
Trade Payables Days 53 51 35 45 45
Working Capital Days 177 127 168 145 150
The total working capital requirements for FY 2022-23 was Rs. 1,682.94 lakhs. The requirement completed from
short-term borrowing amounted to Rs. 1,185.63 lakhs in FY 2023 and the remaining amount from internal
accruals. It remains same Rs. 1,685.08 Lakhs in FY 2023-24 and short-term borrowing was Rs. 1,169.52 Lakhs.
The amount of Working Capital Requirement in FY 2025 stood at Rs. 3,243.01 Lakhs and short-term borrowing
was Rs. 1,434.99 Lakhs.
For the projected that for FY 2025-26 & FY 2026-27, it shall be Rs. 4,276.81 Lakhs & Rs. 5,850.31 Lakhs.
The requirement for the projected FY 2025-26 is fulfilled through short term borrowings Rs. 1,103.52 Lakhs,
internal accruals Rs. 1,923.29 Lakhs and IPO proceeds of Rs. 1,250.00 Lakhs for FY 2025-26 while in FY 2026-
27, working capital requirement shall be fulfilled through short-term borrowings of Rs. 1,135.88 Lakhs, internal
Page 109 of 412accruals of Rs. 2,464.43 Lakhs and IPO proceeds of Rs. 2,250.00 Lakhs.
Justification for Working Capital Requirement:
Current Assets
Inventory
(Amount in Lakhs)
March 31, March 31, March 31, March 31, March 31,
Particulars UOM
2023 (A) 2024 (A) 2025 (A) 2026 (P) 2027 (P)
Inventory Rs.
747.65 710.15 896.28 1,376.71 1,790.75
Lakhs
Change in Rs.
- (37.50) 186.13 480.43 414.04
Amount Lakhs
Inventory Days 96 80 103 75 75
Change in Days Days - (16) 23 28 -
Inventory days are calculated based upon Closing Inventory for the period divided by Sum of Cost of Material
consumed and Change in Inventory. The reduction in inventory days is visible from 96 Days in FY 2023 to 80
Days in FY 2024. Company’s inventory in earlier years included gloves and condoms. With eventually gloves
division moving to different entity, the holding days for condoms came at 80 Days. This also shows the better
inventory management by the company. The company expects to maintain an average 75 Days Inventory days
to cater to Raw Material, Finished Goods & Work in Progress.
In the FY 2025, the company has inventory amounting to Rs. 896.28 Lakhs.
The projected inventory amounts are Rs.1,376.71 lakhs, and Rs.1,790.75 lakhs for FY 2026 and FY 2027,
respectively, with inventory days maintained at 75 keeping expected growth for future years.
Trade Receivables
March 31, March 31, March 31, March 31, March 31,
Particulars UOM
2023 (A) 2024 (A) 2025 (A) 2026 (P) 2027 (P)
Trade Receivable Rs.
1,314.62 1,248.27 1,660.42 3,150.68 4,273.97
Lakhs
Change in Rs.
- (66.34) 412.15 1,490.26 1,123.29
Amount Lakhs
Trade Receivable Days 134 98 100 115 120
Change in Days Days - (34) 2 5 5
For FY 2024, the company’s receivable days have stood at 98 days i.e. decreasing by 34 days. The amount
outstanding for FY 2024 stands at Rs. 1,248.27 Lakhs. This shows that the company’s recovery in receivables
in comparison to FY 2023 has increased. The company’s revenue for the period i.e. FY 2024 has also increased
in comparison to FY 2023 and the outstanding amount has decreased showing that the increase in recovery in
FY 2023 was in line with the company’s recovery days in the past.
Typically, after invoicing, we receive payment from third parties within 45 to 60 days, but in the case of the
government, this timeframe extends to 90 Days to 120 days, which contributes to the increase in trade receivables
Page 110 of 412days.
For the FY 2025, the receivable days are 100 days showing a bit of increase in days over the FY 2025 amounting
to Rs. 1,660.42 Lakhs. Further, For FY 2026, receivable days are expected to be the increase to 115 days, and
the outstanding amount is expected to increase to Rs. 3,150.68 Lakhs. And for FY 2027 company is expected to
be increase by 5 days comes to 120 days amounting to Rs. 4,273.97 Lakhs.
Our company operates in a sector where receivables constitute a significant portion of the working capital. We
provide supply of condoms majorly to the government which was then distributed to all over the India and it was
the continuous supply but depends upon the demand or tender issued by the government for the supply of
condoms. We are actively working on measures to manage and reduce this timeframe, aiming to stabilize our
days of trade receivables to approximately in the range of 110 to 120 days.
Other Current Assets
Other Current Assets include Short Term Investments, Short Term Loans & Advances and Other Current
Assets
(Amount in Lakhs)
Particulars UOM March 31, March 31, March 31, March 31, March 31,
2023 (A) 2024 (A) 2025 (E) 2026 (P) 2027 (P)
Other Current Rs. 204.93 499.19 1,474.83 958.90 1,246.58
Assets Lakhs
Change in Amount Rs. - 294.26 975.64 (515.93) 287.68
Lakhs
Other current assets, including Advances to Suppliers, Advances to Employees, Security Deposits, Balances
with Government Authorities and others, have shown a steady increase from FY 2023 to FY 2024. These assets
rose from Rs.204.93 Lakhs to Rs.499.19 Lakhs, driven primarily by higher security deposits and fixed deposits
used as margins for Performance Guarantees (Rs.54 Lakhs), as well as additional and increased advance
payments to suppliers (Rs.270.75 Lakhs).
In the FY 2025, the total amount further increased to Rs.1,474.83 Lakhs. This significant rise is mainly due to
an advance payment of Rs.351.82 Lakhs made to a subsidiary, along with advances to other vendors.
Also, as we are an MSME category (with revenue currently below Rs.50 Crores), we benefit from exemptions
that allow us to procure tenders without depositing the EMD which typically ranges from 3% to 5%. However,
as we anticipate surpassing Rs.50 Crores in revenue this year, we will no longer qualify for MSME benefits and
will be required to deposit larger EMD amounts of 3–5% for tenders which we would bid in future years. We
project these assets to grow further, reaching Rs.958.90 Lakhs in FY 2026, and Rs.1,246.58 Lakhs in FY 2027.
To prepare for this transition, we have already begun providing advances to suppliers, which helps ensure timely
payments and can yield discounts, thereby contributing to an increase in Other Current Assets (OCA).
Bifurcation of OCA for Audited Period is as follows:
Particulars (Rs. Lakhs) March 31, 2023 March 31, 2024 March 31, 2025 (A)
(A) (A)
Advance to Suppliers 45.24 31.44 432.70
Advance to Employees 14.02 5.08 6.20
Page 111 of 412Security Deposits 37.54 83.54 223.60
Balance with Government Authorities 97.11 93.37 70.59
Other Advances - 266.54 722.26
Other Current Assets 11.02 19.22 19.47
Total 204.93 499.19 1,474.83
Current Liabilities
Trade Payables
Particulars UOM March 31, March 31, March 31, March 31, March 31,
2023 (A) 2024 (A) 2025 (A) 2026 (P) 2027 (P)
Trade Rs.
455.23 500.67 352.58 900.00 1,154.59
Payables Lakhs
Change in Rs.
- 45.44 (148.09) 547.42 254.59
Amount Lakhs
Trade Days
53 51 35 45 45
Payables
Change in
Days - (3) (16) 10 -
Days
The trade payables for FY 22 amounted to Rs. 645.31 lakhs, with an average payment period of 130 days. In FY
23, this figure decreased to Rs. 455.23 lakhs, and the payment period was reduced to 53 days. This improvement
was due to timely payments within the credit period, which helped maintain good relationships with vendors and
enabled the company to receive discounts.
In FY 24, the payment period further decreased to 51 days, totaling Rs. 500.67 lakhs. This reduction was
achieved by providing advances to vendors, which allowed for bulk discounts and ensured timely delivery of
raw materials, ultimately helping to reduce storage costs and avoid production disruptions.
For FY 2025, the trade payables decrease to Rs. 352.58 Lakhs with 35 days as trade payable days. Looking
ahead, the company expects 45 days for FY 26 and FY 27, with amounts projected at Rs. 900.00 lakhs and Rs.
1,154.59 lakhs, respectively. This trend reflects the company’s growth and improved inventory management.
Other Current Liabilities (including short term provisions)
Particulars UOM March 31, March 31, March 31, March 31, March 31,
2023 (A) 2024 (A) 2025 (A) 2026 (P) 2027 (P)
Other Current Rs.
79.67 90.34 134.74 227.55 292.04
Liabilities Lakhs
Short Term Rs.
75.30 208.23 326.76 310.29 398.24
Provisions Lakhs
Rs.
Total 154.97 298.57 461.51 537.84 690.28
Lakhs
Bifurcation of Audited Numbers
(Rs. Lakhs)
Other Current Liability (including short-term March 31, March 31, March 31, 2025
Page 112 of 412provisions) 2023 (A) 2024 (A) (A)
Advance from Customers 54.90 58.40 55.45
Statutory Remittances 8.37 8.36 12.51
Salary Payable 5.47 9.97 37.43
Other 10.92 13.62 29.36
Provision for income tax 74.64 207.70 326.15
Provision for gratuity 0.66 0.53 0.61
Total 154.97 298.57 461.51
From the FY 2023 till the FY 2025, the company’s Other Current Labilities including Short Term Provisions are
in the range of Rs. 154.97 Lakhs to Rs. 461.51 lakhs. This is majorly on account of Advances from Customers,
Provision for income tax, Salary payable, Statutory Remittances, and Other.
It is expected that FY 2026 & FY 2027, the total amount for Other Current Liabilities shall be Rs. 537.84 Lakhs
and Rs. 690.28 Lakhs respectively. This is majorly due to provision for income tax as well as other current
liabilities.
Short Term Borrowings
(Amount in Lakhs)
Particulars UOM March 31, March 31, March 31, March 31, March 31,
2023 (A) 2024 (A) 2025 (A) 2026 (P) 2027 (P)
Borrowings Rs. 1,185.63 1,169.52 1,434.99 1,103.52 1,135.88
Lakhs
Change in Rs. 507.54 (16.11) 265.46 (331.47) 32.36
Amount Lakhs
The company expects to meet the requirements of Working Capital through Short Term Borrowing and try to
keep in the limits of short-term borrowings at similar level for projected period as they were in audited period.
The amount for short term borrowings stands at Rs. 1,186.63 Lakhs in FY 2023. This was same in FY 2024
amounting to Rs. 1,169.52 Lakhs. For the FY 2025, the amount stands at Rs. 1,434.99 Lakhs. For Projected
Period FY 2026 the amount should be Rs. 1,103.52 lakhs and FY 2027 amounting to Rs. 1,135.88 Lakhs. Thus,
this states that the company will pay of its short-term borrowing from the fund available by him to save its
interest cost for the company.
Conclusion
• This business is characterized by a significant working capital intensity, with a major portion of funds tied
up in Debtors and other current assets.
• The total working capital requirement for FY 2025 are fulfil by its own through short term borrowings and
internal accrual. For FY 2026 & 2027 mirrors the amount recorded during the FY 2025. This requirement is
being fulfilled through first short-term borrowings and after than internal accruals, with the remaining
balance to be met through proceeds from the Initial Public Offering (IPO).
Page 113 of 4123. Unidentified Acquisition and General Corporate Purpose
We intend to utilize ₹ 2,015.87 lakhs of the net proceed towards unidentified acquisitions, subject to the
amount raised by our Company through ‘Unidentified Acquisition”, and the amount to be utilized for our
object of ‘General Corporate Purpose and Unidentified Acquisitions’ shall not exceed 35% of the amount
raised by our Company.
The amount of Net Proceeds proposed to be deployed for funding of potential acquisitions is based on our
management’s current estimates and budgets, and our Company’s historical acquisitions and strategic
investments and partnerships, and other relevant considerations. The actual deployment of funds and the
timing of deployment will depend on a number of factors, including the timing, nature, size and number of
acquisitions or strategic initiatives proposed, as well as general macro- or micro-economic factors affecting
our results of operation, financial condition and access to capital.
As on the date of this Prospectus, we have not identified any specific targets with whom we have entered into
any definitive agreements. Our acquisition strategy is primarily driven by our Board, and typically involves
detailed due diligence being undertaken by us on the potential target, and subsequently negotiating and
finalizing definitive agreements towards such acquisition.
In addition, our management, in accordance with the policies of our Board, will have flexibility in utilizing
the proceeds earmarked for general corporate purposes. In accordance with the policies set up by our Board,
we have flexibility in applying the remaining Net Proceeds, for general corporate purpose including but not
restricted to, meeting operating expenses, initial development costs for projects other than the identified
projects, and the strengthening of our business development and marketing capabilities, meeting exigencies,
which the Company in the ordinary course of business may not foresee or any other purposes as approved by
our Board of Directors, subject to compliance with the necessary provisions of the Companies Act.
We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose.
Further, we confirm that the amount for general corporate purposes, as mentioned in this Prospectus, shall not
exceed 25% of the amount raised by our Company through this Issue.
Our Directors, Key Managerial Personnel, Senior Management Personnel and Group Company do not have
any interest in the proposed investment to be made by our Company towards acquisitions & other strategic
initiatives and general corporate purposes.
4. Issue Related Expenses
The expenses for this Issue include issue management fees, underwriting fees, registrar fees, legal advisor
fees, printing and distribution expenses, advertisement expenses, depository charges and listing fees to the
Stock Exchange, among others. The total expenses for this Issue are estimated not to exceed Rs. 833.98 Lakhs.
(Amount in Lakhs)
Amount % of Total
S.NO Particulars
(Rs. in Lakhs) Expenses
1 Book Running Lead manager(s) fees including
300.00 35.97%
underwriting commission.
2 Brokerage, selling commission and upload fees. 9.00 1.08%
3 Registrars to the issue 12.25 1.47%
4 Legal Advisors 11.00 1.32%
5 Printing, advertising and marketing expenses 6.45 0.77%
Page 114 of 4126 Regulators including stock exchanges 10.00 1.20%
7 Others, if any (Market Maker fees, Selling and Distribution
485.28 58.19%
Expenses, Marketing Expenses and other misc. expenses)
Total 833.98 100.00%
Note:
1.The above issue expenses exclude applicable taxes
2. Selling commission payable to the members of the CDPs, RTA, SCSBs on the portion of Individual Investor,
NII would be as follows:
a. Portion for Individual Investor 0.01% (exclusive of GST)
b. Portion for NIIs 0.01% (exclusive of GST)
3. Percentage of the amount received against the Equity Shares Allotted (i.e. the product of the number of
Equity Shares and the Issue Price)
4. The members of RTA and CDPs will be entitled to application charges of Rs. 5/- (plus applicable taxes) as
per valid allotment. The terminal from which the application form has been uploaded will be taken into account
in order to determine the total application charges payable to the relevant RTA/CDP.
5. Registered Brokers will be entitled to a commission upto Rs. 5/- (plus applicable taxes) (Approx.), per
allotment, procured from Individual Investor, NII and submitted to the SCSBs for processing. The terminal
from which the application has been uploaded will be taken into account in order to determine the total
processing fees payable to the relevant Registered Broker.
6. SCSBs would be entitled to a processing fee upto Rs. 5/- (Plus applicable taxes) (Approx.) for processing
the application forms, for valid allotments, procured by the members of the Registered Brokers, RTAs and
CDPs and submitted to them.
7. The Sponsor Bank shall be entitled to a maximum fee up to Rs. 9 /- (Rupees Nine Only) per valid Bid cum
Application Form plus applicable taxes.
MEANS OF FINANCE
(Amount in Lakhs)
Particulars Estimated
Amount
IPO Proceed 6,949.85
APPRAISAL BY APPRAISING AGENCY
The fund requirement and deployment is based on internal management estimates and has not been appraised
by any bank or financial institution.
SCHEDULE OF IMPLEMENTATION
We propose to deploy the Net Proceeds for the previously mentioned purposes in accordance with the
estimated schedule of implementation and deployment of funds set forth in the table below.
(Amount in Lakhs)
S. No. Particulars Amount to be Expenses Estimated Estimated
funded from incurred till Utilisation of Utilisation of
Net Proceeds 31st March Net Proceeds Net Proceeds
2025 (F.Y. 2025-26) (F.Y. 2026-27)
1. Capital Expenditures 600.00 Nil 400.00 200.00
2. Working Capital Requirement 3,500.00 Nil 1,250.00 2,250.00
3. Unidentified Acquisition and Nil
2,015.87 806.35 1,209.52
General Corporate Purposes
Page 115 of 412Total 6,115.87 Nil 2,456.35 3,659.52
To the extent our Company is unable to utilise any portion of the Net Proceeds towards the Objects, as per the
estimated schedule of deployment specified above, our Company shall deploy the Net Proceeds in the
subsequent Financial Years towards the Objects.
DEPLOYMENT OF FUNDS
The Company has received the Sources and Deployment of Funds Certificate dated August 11, 2025 from M/s
Jain Chopra & Company, Chartered Accountants. The certificate states that the Company has incurred Rs.
24.19 Lakhs toward issue expense till August 11, 2025.
INTERIM USE OF FUNDS
Pending utilization for the purposes described above, our Company intends to invest the funds in with
scheduled commercial banks included in the second schedule of Reserve Bank of India Act, 1934. Our
management, in accordance with the policies established by our Board of Directors from time to time, will
deploy the Net Proceeds. Further, our Board of Directors hereby undertake that full recovery of the said interim
investments shall be made without any sort of delay as and when need arises for utilization of process for the
objects of the issue.
BRIDGE FINANCING FACILITIES
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this
Prospectus, which are proposed to be repaid from the Net Proceeds. However, depending on business
exigencies, our Company may consider raising bridge financing for the Net Proceeds for Object of the Issue.
MONITORING UTILIZATION OF FUNDS
In accordance with Regulation 262 of the SEBI ICDR Regulations, our Company is not required appoint a
Monitoring Agency for monitoring the utilization of Gross Proceeds prior to the filing of this Prospectus, as
the Issue size exceeds ₹500 lakhs. Our company in consultation with Book Running Lead Manager has
appointed Care Rating Limited as monitoring agency for utilization of IPO proceeds. Further, our Audit
Committee along with Monitoring Agency will monitor the utilization of the Gross Proceeds till utilization of
the proceeds. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the
Audit Committee without any delay. Our Company will disclose the utilization of the Gross Proceeds,
including interim use under a separate head in its balance sheet for such fiscal periods as required under the
SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly
specifying the purposes for which the Gross Proceeds have been utilized. Our Company will also, in its balance
sheet for the applicable fiscal periods, provide details, if any, in relation to all such Gross Proceeds that have
not been utilized, if any, of such currently unutilized Gross Proceeds. Pursuant to Regulation 32(3) of the
SEBI Listing Regulations, our Company shall, on a half-yearly basis, disclose to the Audit Committee the
uses and applications of the Gross Proceeds. On an annual basis, our Company shall prepare a statement of
funds utilized for purposes other than those stated in this Prospectus and place it before the Audit Committee
and make other disclosures as may be required until such time as the Gross Proceeds remain unutilized. Such
disclosure shall be made only until such time that all the Gross Proceeds have been utilized in full. The
statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with
Regulation 32(1) of the SEBI Listing Regulations, our Comp any shall furnish to the Stock Exchanges on a
half yearly basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the
Page 116 of 412Issue from the objects of the Issue as stated above; and (ii) details of category wise variations in the actual
utilization of the proceeds of the Issue from the objects of the Issue as stated above. This information will also
be uploaded onto our website.
VARIATION IN OBJECTS
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our
Company shall not vary the objects of the Issue without our Company being authorised to do so by the
Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution (the Postal Ballot Notice) shall specify the
prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall
simultaneously be published in the newspapers, one in English and one in the vernacular language of the
jurisdiction where the Registered Office is situated. Our Promoters or controlling Shareholders will be
required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the
objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard.
OTHER CONFIRMATIONS
No part of the issue proceeds will be paid as consideration to promoters, directors, key managerial personnel,
associates or group companies except in the normal course of business and as disclosed in the sections titled
Our Promoters, Our Promoters Group and Our Management as mentioned on page nos. 227, 233 and 207 of
this Prospectus.
(This space is left blank intentionally.)
Page 117 of 412BASIS FOR ISSUE PRICE
Investors should read the following summary with the section titled “Risk Factors”, the details about our
Company under the section titled "Our Business" and its financial statements under the section titled "Financial
Information of the Company" beginning on page 28, 159, and 247 respectively of the Prospectus. The trading
price of the Equity Shares of our Company could decline due to these risks and the investor may lose all or part
of his investment.
The Price Band/ Issue Price shall be determined by our Company in consultation with the Book Running Lead
Manager on the basis of the assessment of market demand for the Equity Shares through the Book Building
Process and on the basis of qualitative and quantitative factors. The face value of the Equity Shares is ₹ 10/-
each and the Issue Price.
QUALITATIVE FACTORS
Some of the qualitative factors, which form the basis for computing the price, are:
1. Production capabilities
2. Experienced management team and a motivated and efficient work force;
3. Cordial relations with our consumers;
4. Quality assurance and control.
For further details, refer to the heading chapter titled “Our Business” beginning on page 159 of this Prospectus.
QUANTITATIVE FACTORS
Information presented below relating to the Company is based on the Restated Financial Statements. Some of
the quantitative factors which form the basis or computing the price are as follows:
1. Basic & Diluted Earnings Per Share (EPS):
On the basis of Standalone Financials
Financial Year EPS (Basic & Diluted) Weight
2024-25 9.60 2
2023-24* (0.01) 1
Weighted Average EPS 6.40
*The said EPS (Basic & Diluted) is as per the restated standalone financials of the company (Anondita Medicare Limited) standing
as on March 31, 2024.
On the basis of Consolidated Financials
Financial Year EPS (Basic & Diluted) Weight
2024-25 14.04 1
Weighted Average EPS 14.04
*The said EPS (Basic & Diluted) is as per the restated consolidated financials of the company (Anondita Medicare Limited) standing
as on March 31, 2025.
Note:
a) EPS Calculations have been done in accordance with Accounting Standard 20 - Earning per share
issued by the Institute of Chartered Accountants of India.
b) Basic earnings per share are calculated by dividing the net profit after tax by the weighted average
number of Equity Shares outstanding during the period.
c) Weighted Average number of Equity Shares is the number of Equity Shares outstanding at the
Page 118 of 412beginning of the year/period adjusted by the number of Equity Shares issued during year/period
multiplied by the time weighting factor. The time weighting factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the year.
d) For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares except where the results are anti-dilutive.
2. Price to Earnings (P/E) ratio in relation to Issue Price of Rs. 145/- per Equity Share of face value Rs.
10/- each fully paid up.
On the basis of Standalone Financials
Particulars P/E Ratio
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2024-2025 15.10
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2023-2024 NIL
Industry P/E as on August 14, 2025
Highest 110.38
Lowest 110.38
Average 110.38
On the basis of Consolidated Financials
Particulars P/E Ratio
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2024-2025 10.33
Industry P/E as on August 14, 2025
Highest 110.38
Lowest 110.38
Average 110.38
3. Return on Net Worth (RONW)
On the basis of Standalone Financials
Financial Year Return on Net Worth (%) Weight
2024-25 38.10 3
2023-24* 36.31 2
2022-23 3.99 1
Weighted Average 31.82
*The said RONW is as per the restated standalone financials of the company (Anondita Medicare Limited) standing as on March 31,
2024.
On the basis of Consolidated Financials
Financial Year Return on Net Worth (%) Weight
2024-25 41.71 3
2023-24* 36.31 2
2022-23 3.99 1
Weighted Average 33.62
*The said RONW is as per the restated Consolidated financials of the company (Anondita Medicare Limited) standing as on March
Page 119 of 41231, 2025.
Note:
a) Return on Net Worth (%) = Net Profit after tax attributable to owners of the Company, as restated /
Net worth as restated as at year end (Standalone), Restated profit for the year attributable to equity holders
of the parent divided by equity attributable to owner of the company (Consolidated).
b) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e.
(RoNW x Weight) for each year/Total of weights
c) Net worth is aggregate value of the paid-up share capital of the Company and reserves and surplus,
excluding revaluation reserves and attributable to equity holders.
4. Net Asset Value per Equity Share
On the basis of Standalone Financials
Particulars Net Asset Value (NAV) in Rs.
NAV as on March 31, 2025 21.32
NAV as on March 31, 2024* 9.62
NAV after the Issue- At Cap Price 51.98
NAV after the Issue- At Floor Price 54.10
Issue Price 145.00
*The said NAV is as per the restated standalone financials of the company (Anondita Medicare Limited) standing as on March 31,
2024.
On the basis of Consolidated Financials
Particulars Net Asset Value (NAV) in Rs.
NAV as on March 31, 2025 28.49
NAV after the Issue- At Cap Price 57.24
NAV after the Issue- At Floor Price 59.36
Issue Price 145.00
*The said RONW is as per the restated Consolidated financials of the company (Anondita Medicare Limited) standing as on March
31, 2025.
Note: Net Asset Value has been calculated as per the following formula:
NAV = Net worth excluding preference share capital and revaluation reserve/Outstanding number of
Equity shares outstanding during the year or period.
5. Comparison with industry peers
Face Value NAV PAT
EPS P/E RONW
(Per CMP** (Rs. (Rs. In
S. No. Name of the company (Rs) Ratio*** (%)
share) Per share) Lakhs)
Issuer Company
1 Anondita Medicare
10.00 145.00 9.60 15.10 38.10 21.32 1,079.98
Limited
Peer Group*
2 Cupid Limited 1.00 167.78 1.52 110.38 11.96 12.75 4,093.01
Note: Industry Peer may be modified for finalisation of Issue Price before filing Prospectus with ROC.
* Sourced from Annual Reports, Audited and Unaudited Financials, BSE.
**Current Market Price is taken as closing on August 14, 2025.
Page 120 of 412***The P/E Ratio is as on August 14, 2025.
Notes:
• Considering the nature and turnover of business of the Company, the peers are not strictly comparable.
However, the same have been included for broader comparison.
• The figures for Anondita Medicare Limited are based on the restated standalone results for Financial Year
2024-25.
• The figures for the peer group are based on standalone unaudited results for Financial Year 2024-25.
• Current Market Price (CMP) is the closing price of respective scrip as on August 14, 2025.
For further details see section titled Risk Factors beginning on page 28 and the financials of the Company
including profitability and return ratios, as set out in the section titled Auditors Report and Financial Information
of Our Company beginning on page 247 of this Prospectus for a more informed view.
Key financial and operational performance indicators (“KPIs”)
Our company considers that KPIs included herein below have a bearing for arriving at the basis for Offer Price.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated August 08, 2025.
Further, the KPIs herein have been certified by AHSG & Co. LLP, Chartered Accountants, by their certificate
dated August 11, 2025 vide UDIN 25549317BMKXSQ3642. Additionally, the Audit Committee in its meeting
dated August 08, 2025 have confirmed that other than verified and audited KPIs set out below, our company
has not disclosed to earlier investors at any point of time during the three years period prior to the date of the
Prospectus.
For further details of our key performance indicators, see “Risk Factors, “Our Business”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 28, 159 and 249
respectively. We have described and defined them, where applicable, in “Definitions and Abbreviations”
section on page number 2. Our Company confirms that it shall continue to disclose all the KPIs included in
this section “Basis for Offer Price”, on a periodic basis, at least once in a year (or for any lesser period as
determined by the Board of our Company), for a duration that is at least the later of (i) one year after the listing
date or period specified by SEBI; or (ii) till the utilization of the Net Proceeds. Any change in these KPIs,
during the aforementioned period, will be explained by our Company as required under the SEBI ICDR
Regulations.
6. Key metrics like revenue growth, EBIDTA Margin, PAT Margin and few balance sheet ratio are
monitored on a periodic basic for evaluating the overall performance of our Company.
Standalone KPI Indicators
(Amount in ₹ Lakhs, except EPS, % and ratios)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
Financial Financial Financial Financial
Particulars
Year ended Year ended Year ended Year ended
March 31st , March 31st, March 31st, March 31st ,
2025 2024 2024 2023
Revenue from operations (1) 6,051.52 N.A. 4,643.21 3,591.49
Growth in revenue from Operations(2) 30.33% - 29.28% -
EBITDA(3) 1,788.46 (0.38) 909.21 357.83
Page 121 of 412EBITDA (%) Margin(4) 29.55% - 19.58% 9.96%
EBIDTA Growth Period on period(5) 96.70% - 154.09% -
ROCE (%)(6) 31.10% (3.95)% 24.74% 10.14%
Current Ratio(7) 1.72 14.29 1.19 1.20
Operating Cash Flow(8) 607.96 (7.00) 1,054.88 (949.63)
PAT(9) 1,079.98 (0.38) 384.47 34.69
ROE/ RoNW(10) 38.10% (3.95)% 36.31% 3.99%
EPS(11) 9.60 (0.01) - -
Consolidated KPI Indicators
(Amount in ₹ Lakhs, except EPS, % and ratios)
Anondita Medicare
Anondita Healthcare proprietorship firm
Ltd
Particulars
For the period ended Financial Year ended Financial Year ended
March 31st, 2025 March 31st, 2024 March 31st, 2023
Revenue from 7699.07 4643.21 3591.49
operations (1)
Growth in Revenue from 65.81% 29.28% -
Operations (2)
EBITDA(3) 2565.23 909.21 357.83
EBITDA (%) Margin(4) 33.32% 19.58% 9.96%
EBITDA Growth Period 182.14% 154.00% -
on Period(5)
ROCE (%)(6) 37.42% 24.74% 10.14%
Current Ratio(7) 2.03 1.19 1.20
Operating Cashflow(8) (1,046.59) 775.27 -916.45
PAT(9) 1641.66 384.47 34.69
ROE/ RoNW(10) 41.71% 36.31% 3.99%
EPS(11) 14.04 - -
Notes:
(1) Revenue from operations is the revenue generated by our Company.
(2) Growth in Revenue in percentage, Year on Year
(3) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income
(4) EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(5) EBITDA Growth Rate Year on Year in Percentage
(6) ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity
plus long-term debt
(7) Current Ratio: Current Asset over Current Liabilities
(8) Operating Cash Flow: Net cash inflow from operating activities.
(9) PAT is mentioned as PAT for the period
(10) ROE/RoNW is calculated PAT divided by shareholders’ equity (Standalone Basis), PAT attributable to equity holders of the parent
divided by equity attributable to owner of the company (Consolidation Basis)
(11) EPS is mentioned as EPS for the period.
KPI Explanation
Revenue from operation Revenue from Operations is used by our management to track the revenue profile
of the business and in turn helps to assess the overall financial performance of
our Company and volume of our business.
Revenue Growth Rate % Revenue Growth Rate informs the management of annual growth rate in revenue
of the company on consideration to the previous period
Page 122 of 412EBITDA EBITDA provides information regarding the operational efficiency of the
business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
EBITDA Growth Rate % EBITDA Growth Rate inform the management of annual growth rate in
EBIDTA of company on consideration to previous period
ROCE % ROCE provides how efficiently our Company generates earnings from the
capital employed in the business.
Current Ratio Current ratio indicates the company’s ability to bear its short-term obligations
Operating cash flow shows whether the company is able to generate cash from
Operating Cash Flow
day-to-day business
Profit after Tax is an indicator which determine the actual earning available to
PAT
equity shareholders
ROC/RoNW (%) is an indicator which shows how much company is generating
ROC/RoNW
from its available shareholders’ funds
Earning per shares is the company’s earnings available of one share of the
EPS
Company for the period
7. GAAP Financial Measures
GAAP Financial measures are numerical measures which are disclosed by the issuer company in accordance
with the Generally Accepted Accounting Principles (GAAP) applicable for the issuer company i.e., measures
disclosed in accordance with Indian Accounting Standards (“Ind AS”) or Accounting Standards (“AS”)
notified in accordance with Section 133 of the Companies Act, 2013, as amended (the “Act”). These measures
are generally disclosed in the financial statements of the issuer company.
On the basis of Restated Standalone Financial Statements.
(Amount in ₹ lakhs)
Anondita Medicare Ltd Anondita Healthcare
(proprietorship)
Particulars Financial Year Financial Financial Financial Year
ended March Year ended Year ended ended March
31st, 2025 March 31st, March 31st, 31st, 2023
2024 2024
Revenue from operations 6,051.52 N.A. 4,643.21 3,591.49
Profit after tax 1,079.98 (0.38) 384.47 34.69
Cash flow from operating 607.96 (7.00) 1,054.88 (949.63)
activities
Cash Flow from investing (2,292.89) - (654.17) (25.34)
activities
Cash Flow from financing 1707.49 10.00 (399.95) 990.72
activities
Net Change in Cash and cash 22.56 3.00 0.76 15.75
equivalents
On the basis of Restated Consolidated Financial Statements
(Amount in ₹ lakhs)
Particulars Anondita Medicare Ltd Anondita Healthcare (proprietorship)
Page 123 of 412For the period ended Financial Year ended Financial Year ended March
March 31st, 2025 March 31st, 2024 31st, 2023
Revenue from 7699.07 4643.21 3591.49
operations
Profit after tax 1641.66 384.47 34.69
Cash flow from (1046.59) 1054.88 (949.63)
operating
activities
Cash Flow from (2290.97) (654.17) (25.34)
investing activities
Cash Flow from 3323.23 (399.95) 990.72
financing
activities
Net Change in (14.33) 0.76 15.75
Cash and cash
equivalents
8. Non- GAAP Financial measures
Non-GAAP Financial measures are numerical measures of the Technical Guide on Disclosure and Reporting of
KPIs issuer company’s historical financial performance, financial position, or cash flows that:
i. Exclude amounts, or are subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measures calculated and presented in accordance with GAAP
in the financial statements of the issuer company; or
ii. Include amounts or are subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measures so calculated and presented. Such adjustment
items should be based on the audited line items only, which are included in the financial statements.
These Non-GAAP Financial measures are items which are not defined under Ind AS or AS, as
applicable. Generally, if the issuer company takes a commonly understood or defined GAAP amount
and removes or adds a component of that amount that is also presented in the financial statements, the
resulting amount is considered a Non-GAAP Financial measure. As a simplified example, if the issuer
company discloses net income less restructuring charges and loss on debt extinguishment (having
determined all amounts in accordance with GAAP), the resulting performance amount, which may be
labelled “Adjusted Net Income,” is a Non-GAAP Financial measure.
Page 124 of 412On the basis of Restated Standalone Financial Statements
(Amount in ₹ lakhs, except %)
Anondita Medicare Ltd A n o ndita Healthcare (proprietorship)
Financial Year Financial Financial Year ended March Financial Year
ended March 31st, Year 31st, 2024 ended March
2025 ended 31st, 2023
Particulars
March
31st,
2024
EBITDA 1,788.46 (0.38) 909.21 357.83
Adjusted Revenues 6,051.52 - 4,643.21 3,591.49
Adjusted PAT 1,079.98 (0.38) 384.47 34.69
EBITDA margin 29.55% - 19.58% 9.96%
Working capital 1,694.67 9.30 388.02 385.62
PAT Margin 17.85% - 8.28% 0.97%
Net worth 2834.76 9.62 1058.79 868.68
On the basis of Restated Consolidated Financial Statements
(Amount in ₹ lakhs, except %)
Anondita Healthcare (proprietorship)
Anondita Medicare Ltd
Particulars Financial Year Financial Year
For the period ended
ended March 31st, ended March 31st,
March 31st, 2025
2024 2023
EBITDA 2565.22 909.21 357.83
Adjusted revenues 7699.07 4643.21 3591.49
Adjusted PAT 1641.66 384.47 34.69
EBITDA margin 33.32% 19.58% 9.96%
Working capital 2763.69 388.02 385.62
PAT Margin 21.32% 8.28% 0.97%
Net worth 3786.94 1058.79 868.68
Apart from the above, Ministry of Corporate Affairs (MCA), vide its notification dated March 24, 2021, has
issued certain amendments to the Schedule III to the Act. Pursuant to these amendments, the below ratios are
also required to be presented in the financial statements of the companies:
On the basis of Restated Standalone financial statements
(Amount in ₹ lakhs, except %)
Anondita Medicare Ltd Anondita Healthcare (proprietorship)
Financial Year Financial Year ended Financial Year ended Financial Year
Particulars
ended March 31st, March 31st, 2024 March 31st, 2024 ended March
2025 31st, 2023
Current ratio 1.72 14.29 1.19 1.20
Page 125 of 412Debt-equity ratio 0.97 - 2.27 2.61
Debt service
2.76 - 1.80 0.34
coverage ratio
Inventory turnover
3.95 4.40 3.90
ratio
Trade receivables
3.64 - 3.72 2.73
turnover ratio
Trade payables
8.56 5.79 5.67
turnover ratio
Net capital
3.57 - 11.97 9.31
turnover ratio
Net profit ratio 0.18 - 0.08 0.01
Return on equity
38.10% (3.95)% 36.31% 3.99%
ratio
Return on capital
0.31 -0.4 0.25 0.10
employed
On the basis of Restated Consolidated financial statements
(Amount in ₹ lakhs, except %)
Anondita Medicare Ltd Anondita Healthcare proprietorship firm
Particulars For the period ended For the period ended For the period ended
March 31st, 2025 March 31st, 2024 March 31st, 2023
Current ratio 2.03 1.19 1.20
Debt-equity ratio 0.70 2.27 2.61
Debt service coverage 3.95 1.80 0.34
ratio
Inventory turnover ratio 4.00 4.40 3.90
Trade receivables 2.88 3.72 2.73
turnover ratio
Trade payables turnover 7.91 5.79 5.67
ratio
Net capital turnover 2.79 11.97 9.31
ratio
Net profit ratio 0.21 0.08 0.01
Return on equity ratio 41.71% 36.31% 3.99%
Return on capital 0.37 0.25 0.10
employed
Ratio Explanation
Current Ratio Current Assets divided by Current Liabilities
Debt-equity ratio Long Term Debt divided by Net Worth
Debt service coverage ratio EBIT divided by Total Debt + Finance Cost
Inventory turnover ratio Company only has consumables and spares in inventory
Trade receivables turnover ratio Revenue from Operations divided by Closing Debtors
Trade payables turnover ratio Total Operating Expenses divided by Closing Creditors
Net capital turnover ratio Revenue from Operations divided by Working Capital
Net profit ratio Profit after Tax divided by Revenue from Operations
Page 126 of 412Return on equity ratio PAT divided by shareholders’ equity (Standalone Basis), PAT attributable
to equity holders of the parent divided by equity attributable to owner of
the company ( Consolidation Basis)
Return on capital employed EBIT divided by Net worth Plus Long Term Debt
9. Comparison of KPI with listed industry peers
(Amount in lakhs, except%)
Anondita Healthcare
Anondita Medicare Ltd Cupid Limited
Particulars proprietorship firm
Mar-25 Mar-24 Mar-24 Mar-23 Mar-25 Mar-24 Mar-23
Revenue from 17,108.8
6,051.52 - 4,643.21 3,591.49 18,325.13
Operations (1) 7 15,932.72
Growth in Revenue 30.33% - 29.28% -
12.24% 7.38% 20.03%
(2)
1,788.46 (0.38) 909.21 357.83
EBITDA (3) 4,176.87 4,130.68
5,010.12
EBITDA Margin (4) 29.55% - 19.58% 9.96% 22.79% 29.28% 25.93%
1,079.98 (0.38) 384.47 34.69
PAT (5) 4,093.01 3,158.28
3,985.48
PAT Margin (6) 17.85% - 8.28% 0.97% 22.34% 23.29% 19.82%
30,128.5
Net Worth (7) 2,834.76 9.62 1,058.79 868.68 34,223.53
4 16,712.33
ROCE (8) 31.10% (3.95)% 24.74% 10.14% 16.24% 17.96% 25.56%
Current Ratio (9) 1.72 14.29 1.19 1.20 13.15% 15.39% 7.58%
EPS (10) 9.60 (0.01) - - 1.52 2.98 23.68
*The figures for Anondita Medicare Limited and M/s Anondita Healthcare are based on the restated standalone financial
results.
**All the information for listed industry peers mentioned, above are on a standalone basis and is sourced from their respective
audited/ unaudited financial results and/or annual report. The information for the Issuer Company, Anondita Medicare
Limited, is also based on its Restated Standalone Financial Statements
***The Accounts of cupid Ltd are prepared under Ind-AS & Accounts of Anondita Medicare Ltd/ Anondita healthcare are
prepared as per Ind-GAAP as such the results may not be comparable.
Notes:
(1) Total Income includes Revenue from Operations and Other Income as appearing in the Restated Financial Statements/ Annual Reports
of the respected companies
(2) Growth in Revenue from Operations (%) is calculated as Revenue from Operations of the relevant period minus Revenue from
Operations of the preceding period, divided by Revenue from Operations of the preceding period.
(3) EBITDA is calculated as Profit before tax + Depreciation + Finance Cost - Other Income
(4) EBITDA Margin’ is calculated as EBITDA divided by Total Income
(5) PAT is mentioned as PAT for the period
(6) PAT Margin’ is calculated as PAT for the period/year divided by Revenue from Operations.
(7) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account excluding the reserves creating out of revaluation of assets.
(8) ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity plus
Total debt
(9) Current Ratio: Current Asset over Current Liabilities
(10) EPS is mentioned as EPS for the period.
Page 127 of 41210. Weighted average cost of acquisition
(a) The price per share of our Company based on the primary/ new issue of shares
The details of the Equity Shares excluding shares issued under ESOP/ESOS and issuance of bonus shares
during the 18 months preceding the date of this red-herring prospectus where such issuance is equal to or more
than 5 per cent of the fully diluted paid-up share capital of the Issuer Company (calculated based on the pre-
issue capital before such transaction), in a single transaction or multiple transactions combined together over
a span of rolling 30 days:
Issue Price
No. of Cumulative
Face Issue Adjusted Nature of
Date of Equity Nature of Number of
S. No. value Price after consideration
Allotment Shares Allotment Equity
(Rs.) (Rs.) Bonus
allotted Shares
Issue
Subscription
1. On Incorporation 1,00,000 10 NA NA Cash 1,00,000
to MOA
Other than Private
2. April 01, 2024 73,40,400 10 10 74,40,400
6.67
Cash Placement
3. June 11, 2024 6,73,200 10 74 Private 81,14,600
49.33 Cash
Placement
4. Private
June 17, 2024 3,14,400 10 74 49.33 Cash 84,28,000
Placement
5. June 19, 2024 33,600 10 74 Private 84,62,600
49.33 Cash
Placement
6. July 10, 2024 13,200 10 74 Private 84,74,800
49.33 Cash
Placement
7. July 29, 2024 1,87,200 10 74 Private 86,62,000
49.33 Cash
Placement
8. August 02, 2024 1,89,600 10 74 Private 88,51,600
49.33 Cash
Placement
9. August 06, 2024 10,810 10 74 Private 88,62,410
49.33 Cash
Placement
10.
August 18, 2024 44,31,208 10 NA NA NA Bonus Issue 1,32,93,618
(b) The price per share of our Company based on the secondary sale/ acquisition of shares
There are no secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter
group or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are
a party to the transaction (excluding gifts), during the 18 months preceding the date of this DRHP, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company
(calculated based on the pre-issue capital before such transaction/s and excluding employee stock options
granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling
30 days.
(c) Weighted average cost of acquisition, floor price and cap price:
Page 128 of 412Weighted average
Weighted average
cost of acquisition
cost of acquisition
Type of transaction after Bonus shares Floor Price Cap Price
(₹ per equity
adjustments (₹ per
shares)
equity shares
Weighted average cost of primary /
13.44 8.96 10.19 10.79
new issue acquisition
Weighted average cost of secondary
Nil Nil Nil Nil
acquisition
*Calculated for last 18 months
**Calculated for Transfer of Equity Shares.
11. Explanation for Offer Price / Cap Price being 10.19 times and 10.79 times price of weighted average
cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set out
in (d) above) in view of the external factors which may have influenced the pricing of the Offer.
Not Applicable.
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Page 129 of 412STATEMENT OF TAX BENEFITS
Independent Auditor’s Report on Statement of Special Tax Benefits
To,
The Board of Directors,
Anondita Medicare Limited
Flat No.704 Narmada Blk, N6, Sec-D,
Pkt-6 Vasant Kunj, New Delhi, India, 110070
Subject: Statement of Possible Special Tax Benefits Available to the Anondita Medicare Limited
(Previously known as Anondita Medicare Limited) and its shareholders prepared in accordance with the
requirements under Schedule VI-PART A, Clause (9) (L) of the SEBI (ICDR) Regulations, 2018, as
amended (the "Regulations")
We hereby confirm that the enclosed annexure, prepared by “(ANONDITA MEDICARE LIMITED)” (‘the
Company”) states the possible special tax benefits available to the Company and the shareholders of the
Company under the Income – tax Act, 1961 (‘Act’) as amended time to time, the Central Goods and Services
Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the State Goods and Services Tax Act as
passed by respective State Governments from where the Company operates and applicable to the Company, the
Customs Act, 1962 and the Foreign Trade Policy 2015-2020, as amended by the Finance Act, 2023, i.e.,
applicable for the Financial Year 2024-25 relevant to the assessment year 2025-26, presently in force in India
for inclusion in the Red Herring Prospectus (“RHP”) / Prospectus for the proposed public offer of equity shares,
as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“ICDR Regulations”).
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the tax
benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the company
may or may not choose to fulfil.
The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and
its Shareholders and do not cover any general tax benefits. Further, these benefits are neither exhaustive nor
conclusive and the preparation of the contents stated is the responsibility of the Company’s management. We
are informed that this statement is only intended to provide general information to the investors and hence is
neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of
the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the issue. We are neither
suggesting nor are we advising the investor to invest money or not to invest money based on this statement.
Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which
could also be retroactive, could have an effect on the validity of our views stated herein. We assume no obligation
to update this statement on any events subsequent to its issue, which may have a material effect on the
discussions herein.
We do not express any opinion or provide any assurance as to whether:
• the Company or its Shareholders will continue to obtain these benefits in future;
• the conditions prescribed for availing the benefits, where applicable have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.
We hereby give our consent to include enclosed statement regarding the tax benefits available to the Company
and to its shareholders in the DRHP for the proposed public offer of equity shares which the Company intends
to submit to the Securities and Exchange Board of India provided that the below statement of limitation is
Page 130 of 412included in the offer document.
Limitations
i. Our views expressed in the statement enclosed are based on the facts and assumptions indicated above.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company and the
interpretation of the existing tax laws in force in India and its interpretation, which are subject to change
from time to time. We do not assume responsibility to update the views consequent to such changes.
Reliance on the statement is on the express understanding that we do not assume responsibility towards
the investors who may or may not invest in the proposed issue relying on the statement.
ii. The enclosed Annexure is intended solely for your information and for inclusion in the Draft Red
Herring Prospectus / Red Herring Prospectus/ Prospectus or any other issue related material in
connection with the proposed issue of equity shares and is not to be used, referred to or distributed for
any other purpose without our prior written consent.
iii. The certificate is issued solely for the limited purpose to comply with ICDR regulations only. We accept
no responsibility and deny any liability to any person who seeks to rely on this report and who may seek
to make a claim in connection with any offering of securities on the basis that they has acted in reliance
on such information under the protections afforded by any law and regulation other than laws of India.
For, Jain Chopra & Company,
Chartered Accountants
Firm Registration No.: 002198N
Peer Review Certificate No. 015091
Sd/-
Rajesh Kumar
Partner
Membership No.: 501860
UDIN: 25501860BMLYJZ2484
Place: New Delhi
Date: 11.08.2025
(This space is left blank intentionally.)
Page 131 of 412Annexure to the statement of possible Tax Benefits
Outlined below are the possible Special tax benefits available to the Company and its shareholders under the
Income Tax Act, 1961 as amended time to time, the Central Goods and Services Tax Act, 2017, the Integrated
Goods and Services Tax Act, 2017, the State Goods and Services Tax Act as passed by respective State
Governments from where the Company operates and applicable to the Company, the Customs Act, 1962 and
the Foreign Trade Policy, presently in force in India. It is not exhaustive or comprehensive and is not intended
to be a substitute for professional advice. Investors are advised to consult their own tax consultant with respect
to the tax implications of an investment in the Equity Shares particularly in view of the fact that certain recently
enacted legislation may not have a direct legal precedent or may have different interpretation on the benefits,
which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX
IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY
SHARES IN YOUR PARTICULAR SITUATION.
1. Special Tax Benefits available to the Company under the Act:
The Company is not entitled to any Special tax benefits under the Act.
2. Special Tax Benefits available to the shareholders of the Company
The Shareholders of the company are not entitled to any Special tax benefits under the Act.
Notes:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder
where the shares are held by joint holders.
2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
We do not assume responsibility to update the views consequent to such changes. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to any claims, liabilities
or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially
determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any
other person in respect of this statement.
(This space is left blank intentionally.)
Page 132 of 412SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW
Disclaimer: The information in this section has been extracted from various websites and publicly available
documents from various industry sources. The data may have been re-classified by us for the purpose of
presentation. None of the Company and any other person connected with the Issue have independently verified
this information. Industry sources and publications generally state that the information contained therein has
been obtained from sources believed to be reliable, but their accuracy, completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are
also prepared based on information as of specific dates and may no longer be current or reflect current trends.
Industry sources and publications may also base their information on estimates, projections, forecasts and
assumptions that may prove to be incorrect. Accordingly, investors should not place undue reliance on this
information.
1. GLOBAL OUTLOOK
https://www.imf.org/en/Publications/WEO/Issues/2025/07/29/world-economic-outlook-update-july-2025
https://www.worldbank.org/en/publication/global-economic-prospects?utm_source=chatgpt.com
https://www.imf.org/en/Publications/WEO
Economic Resilience Amid Persistent Challenges
The global economy continues to demonstrate remarkable resilience through 2024-25, adapting to persistent
inflationary pressures and geopolitical uncertainties. Economic activity has shown steady performance despite
elevated central bank interest rates implemented to combat inflation and the gradual withdrawal of fiscal support
amid high debt levels across major economies. The disinflation process has progressed faster than anticipated
in most regions, creating conditions for monetary policy normalization in several advanced economies.
Global growth is projected to remain stable at 3.0 percent in 2025 and 3.1% in 2026, with the United States
expected to cool down while other advanced economies will rebound. This growth trajectory, while steady,
remains below historical averages due to structural headwinds including demographic transitions, productivity
challenges, and ongoing geopolitical fragmentation.
The resilience observed through 2024 reflects several supporting factors. Households in major advanced
economies continue to draw upon accumulated savings from the pandemic era, though these buffers are
gradually diminishing. Labor markets have remained robust in most regions, supporting consumption and
maintaining confidence levels. Supply chain disruptions that characterized earlier years have largely normalized,
contributing to improved production capacity and trade flows.
Central banks across major economies have begun transitioning toward more accommodative monetary policies
as inflation convergence toward target levels becomes more evident. However, this transition is proceeding
cautiously, with policymakers remaining vigilant about potential inflation resurgence, particularly in services
sectors where price pressures have proven more persistent.
Page 133 of 412Current Global Growth Dynamics
Global growth is projected to stay at 3 percent in 2025 and rise to 3.1 percent in 2026 with elevated central bank
rates to fight inflation and withdrawal of fiscal support amid high debt weighing on economic activity. This
growth pattern reflects a complex interplay of supportive and constraining factors across different regions and
sectors.
Advanced economies are experiencing divergent growth trajectories. The United States continues to demonstrate
stronger-than-expected performance, supported by robust consumer spending and business investment, though
growth is expected to moderate from previous levels. European economies are showing signs of recovery from
the energy crisis impacts, with improved energy security and normalized supply conditions supporting gradual
expansion.
Emerging market and developing economies face mixed prospects. Asia-Pacific regions, led by China and India,
continue to show robust performance despite global headwinds. However, other emerging markets are
experiencing more challenging conditions due to capital flow volatility, commodity price fluctuations, and
varying degrees of policy space for supportive measures.
The global inflation landscape has evolved significantly through 2024. Services inflation is holding up progress
on disinflation, which is complicating monetary policy normalization. While goods inflation has declined
substantially, services inflation remains elevated in many economies, reflecting tight labor markets and
persistent wage pressures in service sectors.
Risk Assessment and Future Projections
The risk environment for the global economy remains complex and multifaceted. Geopolitical tensions continue
to pose significant downside risks, with potential disruptions to trade flows, energy supplies, and financial
Page 134 of 412markets. Climate-related risks are becoming increasingly prominent, with extreme weather events disrupting
economic activity and supply chains across regions.
Financial stability concerns persist in several areas. High government debt levels in many economies limit fiscal
policy flexibility and create vulnerabilities to interest rate volatility. Corporate debt burdens, accumulated during
low interest rate periods, are creating stress for some sectors as borrowing costs remain elevated.
However, upside risks also exist. Faster-than-expected productivity growth from technological innovations,
particularly in artificial intelligence and automation, could boost potential output growth. Earlier resolution of
geopolitical conflicts could unleash pent-up investment and trade activity. More successful disinflation could
allow for earlier monetary policy easing, supporting economic activity.
The medium-term outlook remains cautious but stable. Growth is expected to gradually converge toward
potential levels as temporary factors fade. Inflation is projected to continue declining toward central bank targets,
though the pace may vary across regions and sectors. Structural challenges including demographic transitions,
productivity growth, and climate adaptation will continue to shape long-term economic prospects.
Page 135 of 412INDIAN ECONOMY OVERVIEW
Robust Growth Momentum Continues
The Gross Domestic Product (GDP) in India
expanded 7.40 percent in the first quarter of
2025 over the same quarter of the previous
year, with India's GDP growth rate for FY
2024–25 showing a 6.5% annual increase
driven by strong Q4 performance and robust
rural consumption. This performance
underscores India's position as one of the
world's fastest-growing major economies,
demonstrating resilience against global
economic headwinds.
India's GDP is expected to grow between 6.3 &
6.8 percent in FY26, with real GDP estimated
at 6.4 percent, while the real GDP is projected
to grow between 6.5–7 percent in 2024-25.
These projections reflect the underlying
strength of India's economic fundamentals and
the effectiveness of policy measures
implemented to sustain growth momentum.
The Indian economy's growth trajectory
through 2024-25 has been supported by
multiple drivers. Domestic consumption remains robust, benefiting from improving employment conditions and
rising incomes across both urban and rural areas. Investment activity has gained momentum, with both private
sector capital expenditure and government infrastructure spending contributing significantly to economic
expansion.
Page 136 of 412Strong domestic demand continues to be the primary engine of growth, accounting for approximately 70% of
economic activity. Private consumption has shown resilience despite global uncertainties, supported by
favorable monsoon conditions, government welfare programs, and improving labor market conditions.
Investment growth has accelerated, with capacity utilization reaching optimal levels across various sectors.
https://mospi.gov.in/sites/default/files/press_release/NAD_PR_30may2025.pdf
https://tradingeconomics.com/india/gdp-growth-annual
Sectoral Performance and Dynamics
https://isfm.co.in/top-20-sectors-driving-the-indian-economy-in-2025/
The services sector continues to be a key growth driver, with information technology, financial services, and
professional services showing particularly strong performance. The manufacturing sector has benefited from
government initiatives including Production Linked Incentive (PLI) schemes and efforts to promote domestic
manufacturing capabilities.
Agriculture and allied activities have shown steady growth, supported by favorable weather conditions and
government support measures. The sector's performance has been crucial for rural income generation and overall
demand patterns in the economy.
Infrastructure development remains a government priority, with significant allocations for transportation,
energy, and digital infrastructure projects. These investments are creating positive spillover effects across
various sectors and supporting long-term productivity growth.
Market Size and Economic Indicators
India's economy for 2025 shows GDP growing at 6.4%-6.6%, driven by FDI inflows, trade trends, and
infrastructure growth. The economy has demonstrated remarkable resilience and adaptability in navigating
global challenges while maintaining its growth trajectory.
India's nominal GDP has reached significant milestones through 2024-25. The economy has consolidated its
position as the world's fifth-largest economy and is on track to become the third-largest by 2030. Per capita
income levels continue to rise, supporting improvements in living standards and consumption patterns.
Foreign exchange reserves have remained robust, providing a buffer against external shocks and supporting
currency stability. The current account balance has shown improvement, reflecting stronger export performance
and managed import growth.
The fiscal position has shown gradual improvement, with government finances benefiting from higher tax
collections driven by economic growth and improved compliance. The debt-to-GDP ratio has stabilized,
providing space for continued infrastructure investment and social spending.
Page 137 of 412Foreign Direct Investment and Trade Performance
https://www.ibef.org/economy/trade-and-external-sector
Foreign Direct Investment (FDI) inflows have remained strong through 2025, reflecting international confidence
in India's growth prospects and business environment. The government's efforts to improve ease of doing
business and liberalize FDI norms across sectors have supported investment attraction.
Merchandise exports have shown resilience despite global trade headwinds, with diversification across products
and markets supporting performance. Services exports, particularly in information technology and business
process services, continue to demonstrate strong growth momentum.
The trade balance has shown improvement, with export growth outpacing import growth in several months. This
performance reflects both competitiveness improvements and global market share gains across various sectors.
Employment and Labor Market Trends
Employment generation has accelerated through 2024-25, with job creation spanning across formal and informal
sectors. The services sector continues to be a major employment generator, while manufacturing employment
has also shown improvement due to capacity expansion and new investments.
Labor force participation rates have shown gradual improvement, particularly among women and rural
populations. Government skilling initiatives and private sector training programs are supporting workforce
development and productivity enhancement.
Wage growth has remained positive across sectors, supporting consumer spending power and living standard
improvements. The organized sector has seen particularly strong wage growth, reflecting tight labor market
conditions in skilled segments.
Monetary Policy and Financial Sector
https://www.ibef.org/economy/trade-and-external-sector
The Reserve Bank of India has maintained a calibrated approach to monetary policy, balancing growth support
with inflation management. Interest rates have been adjusted in response to evolving economic conditions and
global financial market developments.
The banking sector has shown continued strength, with asset quality improvements and robust capital positions
supporting lending growth. Credit growth has been broad-based, supporting both working capital requirements
and investment financing across sectors.
Financial inclusion initiatives have made significant progress, with digital payment systems achieving
widespread adoption and providing financial access to previously underserved populations. This digitalization
has improved financial sector efficiency and transparency.
Recent Policy Developments
The government has implemented several structural reforms to support long-term growth. These include
continued focus on infrastructure development, digitalization initiatives, and measures to improve
manufacturing competitiveness.
Tax reforms have been implemented to simplify compliance and broaden the tax base. The Goods and Services
Tax (GST) system has shown continued improvements in collection efficiency and compliance rates.
Regulatory reforms across sectors have aimed at improving business environment and reducing compliance
burden. These measures are expected to support private investment and business expansion.
Challenges and Risk Factors
https://www.deloitte.com/us/en/insights/topics/economy/asia-pacific/india-economic-outlook.html
Despite strong performance, the Indian economy faces several challenges. Global economic uncertainties
continue to pose risks to export performance and external sector stability. Commodity price volatility affects
Page 138 of 412both input costs for businesses and fiscal implications for government.
Climate change impacts, including extreme weather events, pose risks to agricultural production and
infrastructure. The economy's adaptation to these challenges requires continued policy attention and investment.
Infrastructure bottlenecks, while being addressed through government programs, continue to constrain potential
growth in some regions and sectors. Continued investment and efficiency improvements are necessary to address
these constraints.
Future Outlook and Opportunities
The medium-term outlook for the Indian economy remains positive, supported by favorable demographics,
improving infrastructure, and continued policy reforms. The economy is well-positioned to benefit from global
supply chain diversification trends and digital transformation opportunities.
India's role in global manufacturing is expected to expand, supported by policy initiatives and improving
competitiveness. The services sector is likely to continue its strong performance, with opportunities in emerging
areas such as digital services and green technologies.
The domestic market's size and growth potential continue to attract investment across sectors. Consumer market
expansion, driven by rising incomes and urbanization, provides opportunities for both domestic and international
businesses.
Technological adoption and digital transformation are creating new opportunities across sectors. The
government's digital India initiatives are supporting this transformation and creating an enabling environment
for innovation and entrepreneurship.
GLOBAL PHARMACEUTICAL INDUSTRY
https://www.precedenceresearch.com/pharmaceutical-market
https://www.statista.com/outlook/hmo/pharmaceuticals/worldwide
https://www.startus-insights.com/innovators-guide/pharma-market-report/
https://group.atradius.com/knowledge-and-research/reports/industry-trends-pharmaceuticals-april-2025
Market Overview and Growth Trajectory
The global pharmaceutical industry has experienced unprecedented growth through 2024, driven by
demographic shifts, technological innovations, and evolving healthcare needs. The industry has demonstrated
remarkable resilience and adaptability in addressing global health challenges while advancing therapeutic
solutions across multiple disease areas.
Page 139 of 412Market dynamics have been shaped by several transformative trends. The ongoing digital transformation of
healthcare delivery has accelerated adoption of telemedicine, digital therapeutics, and AI-powered drug
discovery platforms. Personalized medicine approaches have gained significant traction, with biomarker-driven
therapies becoming standard practice across oncology and other therapeutic areas.
The industry's response to emerging health challenges has showcased its innovation capabilities. Rapid
development and deployment of novel therapeutic modalities, including mRNA technologies, gene therapies,
and advanced biologics, have demonstrated the sector's ability to address unmet medical needs efficiently.
Industry Size and Growth Projections
The global pharmaceutical market reached unprecedented scale by the end of 2024, with total market value
estimated at approximately US $1.65–1.70 trillion. By 2025, it further expanded to roughly US $1.86 trillion,
setting the stage for projected growth beyond US $3 trillion by the early 2030s. Growth projections for the sector
remain robust, with expectations of reaching $2.38 trillion by 2029, representing a compound annual growth
rate (CAGR) of approximately 6.7% over the forecast period.
This growth trajectory is supported by multiple factors including aging populations in developed markets,
expanding healthcare access in emerging economies, and continued innovation in therapeutic areas with
significant unmet needs. The biologics segment continues to outpace traditional pharmaceuticals, with
biosimilars providing additional growth opportunities as patent expiries create market access.
Regional growth patterns show emerging markets contributing increasingly to global pharmaceutical
consumption. Asia-Pacific markets, led by China and India, are experiencing double-digit growth rates, driven
by healthcare system expansion and rising disposable incomes.
Therapeutic Area Developments
Oncology remains the largest therapeutic area by value, with immunotherapy and targeted therapies driving
continued expansion. The development of novel therapeutic modalities including CAR-T cell therapies and
bispecific antibodies has opened new treatment paradigms for previously intractable cancers.
Central nervous system disorders represent a growing focus area, with significant investment in Alzheimer's
disease, depression, and rare neurological conditions. Recent regulatory approvals of novel mechanisms of
action have provided new hope for patients and families affected by these conditions.
Page 140 of 412Rare diseases continue to attract substantial investment, with orphan drug development supported by favorable
regulatory frameworks. The global rare disease market has shown consistent growth, reaching over $200 billion
in 2024, with expectations of continued expansion as more rare conditions receive therapeutic attention.
Innovation and Research Trends
Artificial intelligence and machine learning have become integral to pharmaceutical research and development.
AI-powered drug discovery platforms are reducing development timelines and improving success rates in
identifying promising therapeutic candidates. Predictive analytics are enhancing clinical trial design and patient
selection strategies.
Gene and cell therapy development has accelerated significantly, with multiple approvals across various
therapeutic areas. Manufacturing capabilities for these complex therapies have expanded, improving patient
access and reducing treatment costs over time.
Digital therapeutics have emerged as a significant growth area, with regulatory frameworks evolving to support
evidence-based digital interventions. These solutions are providing complementary approaches to traditional
pharmacological treatments.
Manufacturing and Supply Chain Evolution
Pharmaceutical manufacturing has undergone significant transformation, with increased focus on supply chain
resilience and local production capabilities. The industry has diversified manufacturing locations to reduce
dependence on single regions and improve supply security.
Advanced manufacturing technologies including continuous manufacturing and 3D printing have gained
adoption, improving efficiency and enabling more flexible production approaches. Quality systems have evolved
to incorporate real-time monitoring and predictive maintenance capabilities.
Sustainability initiatives have become central to manufacturing strategies, with companies implementing
carbon-neutral production goals and circular economy principles. Green chemistry approaches are being adopted
to reduce environmental impact while maintaining product quality and efficacy.
Regulatory Environment and Market Access
Regulatory agencies worldwide have continued to evolve their approaches to support innovation while
maintaining safety standards. Expedited approval pathways for breakthrough therapies have become standard
practice, reducing time to market for critical treatments.
Real-world evidence generation has gained acceptance as a complementary approach to traditional clinical trials.
Regulatory frameworks are incorporating real-world data to support continued market access and label
expansions for approved therapies.
Health technology assessment processes have become more sophisticated, with value-based pricing models
gaining adoption across multiple markets. Payers are increasingly focused on outcomes-based contracts and
risk-sharing arrangements with pharmaceutical companies.
Global Market Segmentation Trends
Prescription pharmaceuticals continue to dominate market share, accounting for approximately 82% of global
pharmaceutical sales in year ending 2024. However, over-the-counter products and consumer health segments
have shown strong growth, particularly in emerging markets where healthcare access is expanding.
Biosimilars have gained significant market traction, with global sales exceeding $25 billion in 2024.
Competition from biosimilars has intensified across multiple therapeutic areas, driving value-based procurement
decisions by healthcare systems.
Specialty pharmaceuticals represent the fastest-growing segment, with personalized medicines and rare disease
treatments commanding premium pricing. This segment's growth reflects the industry's shift toward more
targeted and effective therapeutic approaches.
Page 141 of 412Regional Market Dynamics
North America maintains its position as the largest pharmaceutical market, accounting for approximately 45%
of global sales. The United States continues to drive innovation through robust research funding and supportive
regulatory frameworks for breakthrough therapies.
Europe represents the second-largest market, with strong growth in biosimilars and generic medications.
European regulatory harmonization has facilitated market access and supported competitive dynamics across
member countries.
Asia-Pacific markets have demonstrated the highest growth rates, with China and India leading expansion.
Government healthcare initiatives and expanding insurance coverage are driving pharmaceutical consumption
growth across the region.
Latin American markets have shown steady growth despite economic challenges, with Brazil and Mexico
leading regional consumption. Generic medication adoption has increased significantly, improving affordability
and access to essential medicines.
Page 142 of 412GLOBAL CONDOM MARKET OVERVIEW
https://news.un.org/en/story/2024/05/1150061
https://www.giiresearch.com/report/ires1715335-condom-market-by-product-type-category.html
Market Size and Growth Projections
The global condom market has demonstrated robust growth through 2024-2025, reaching a valuation of
approximately $14.3 billion in 2025. Market projections indicate continued expansion, with expectations of
reaching $30.6 billion by 2034, representing a compound annual growth rate (CAGR) of 8.6% over the forecast
period.
This growth trajectory reflects multiple supportive factors including increased awareness of sexual health,
expanding access to contraceptive products, and evolving consumer preferences for premium and specialized
products. Government initiatives promoting safe sex practices and STI prevention have provided additional
market support.
The market's resilience through global economic uncertainties demonstrates the essential nature of contraceptive
products and their importance in public health strategies worldwide. Digital commerce expansion has created
new distribution channels and improved market access, particularly among younger demographics.
Page 143 of 412Market Drivers and Dynamics
Rising prevalence of sexually transmitted infections continues to be a primary market driver. According to
updated World Health Organization data from 2024, over 1.2 million new STI cases are acquired daily
worldwide, emphasizing the critical importance of barrier contraception methods.
Changing social attitudes toward sexual health have contributed significantly to market expansion. Increased
openness in discussing contraception, particularly in developing markets, has reduced stigma and improved
product acceptance across diverse demographic groups.
Government-led awareness campaigns and educational programs have proven effective in promoting condom
usage. These initiatives, often supported by international health organizations, have been particularly impactful
in regions with high STI prevalence rates.
Page 144 of 412Product innovation continues to drive market growth, with manufacturers introducing enhanced features
including ultra-thin materials, improved textures, and sustainable manufacturing processes. These innovations
address evolving consumer preferences and improve user experience.
Regional Market Analysis
Asia-Pacific maintains its position as the largest regional market, accounting for approximately 52% of global
condom sales. This dominance reflects the region's large population base, increasing awareness levels, and
expanding distribution networks across both urban and rural areas.
China represents the single largest national market within Asia-Pacific, with government health initiatives
supporting widespread condom availability and usage. The market has benefited from reduced COVID-19
restrictions and normalized social interactions.
It‘s shows exceptional growth potential, with market expansion driven by demographic advantages and
increasing health awareness. The country's young population and improving economic conditions support
sustained market growth prospects.
North America and Europe continue to represent mature markets with steady growth rates. These regions
demonstrate high adoption of premium products and innovative features, supporting value growth despite
relatively stable volume consumption.
Product Innovation and Development
Material technology advancement has been a key focus area through 2025. Non-latex alternatives including
polyisoprene and polyurethane have gained market share, addressing latex allergies and providing enhanced
sensory experiences for users.
Ultra-thin condom technology has reached new milestones, with products achieving thickness levels below
0.04mm while maintaining strength and reliability standards. These products command premium pricing and
demonstrate strong consumer acceptance.
Sustainable and eco-friendly options have emerged as a significant market segment. Biodegradable materials
and sustainable manufacturing processes address growing environmental consciousness among consumers,
particularly in developed markets.
Page 145 of 412Smart condom technology, while still in early stages, has shown promising development through 2025.
Integration of health monitoring capabilities and connectivity features represents potential future market
opportunities.
Distribution Channel Evolution
Online sales channels have experienced explosive growth through 2025, with e-commerce platforms accounting
for approximately 38% of total condom sales globally. This growth reflects consumer preferences for privacy,
convenience, and broader product selection.
Traditional retail pharmacy channels remain important, particularly in developed markets where professional
consultation and immediate availability are valued. Supermarket and convenience store distribution has
expanded, improving product accessibility.
Vending machine networks have grown significantly, particularly in public spaces and entertainment venues.
These automated distribution points provide 24-hour access and address privacy concerns that may limit
traditional retail purchases.
Government distribution programs continue to play crucial roles in developing markets, ensuring access to
affordable contraception and supporting public health objectives.
Market Categories and Segmentation
Male condoms continue to dominate market share, accounting for approximately 94% of total sales volume in
2025. However, female condom adoption has shown gradual growth, supported by empowerment initiatives and
improved product design.
Latex condoms maintain the largest market share by material type, though non-latex alternatives are growing
rapidly. Polyurethane and polyisoprene products command premium pricing and show strong growth in
developed markets.
Flavored and textured products represent significant value-added segments, with manufacturers introducing
innovative combinations and features to differentiate their offerings and capture premium pricing opportunities.
Bulk and institutional sales, including government procurement programs, represent substantial volume portions
of the market, though typically at lower per-unit pricing compared to retail consumer sales.
Page 146 of 412Consumer Behavior and Preferences
Younger demographics, particularly individuals aged 18-35, represent the primary consumer base for condoms
globally. This group demonstrates openness to product innovation and premium features, supporting market
value growth.
Brand loyalty has shown interesting patterns through 2024-25, with consumers willing to switch brands for
superior features or better value propositions. This dynamic has intensified competition and driven continued
innovation.
Purchasing behavior has shifted significantly toward online channels, with consumers appreciating privacy,
discretion, and broader product selection. Subscription services for regular condom delivery have gained traction
in several markets.
Quality consciousness has increased, with consumers willing to pay premium prices for products offering
enhanced safety, reliability, and sensory experiences. This trend supports margin expansion for manufacturers
investing in product development.
Competitive Landscape
Market concentration remains relatively high, with top five manufacturers accounting for approximately 60%
of global sales. However, regional and specialty manufacturers have gained market share through focused
product strategies and local market knowledge.
Mergers and acquisitions activity has continued through 2024-25, with larger manufacturers seeking to expand
geographic presence and product portfolios. These transactions have enhanced distribution capabilities and
manufacturing scale.
Private label products have gained market share in certain regions, particularly where retail chains have invested
in product development and quality assurance. This trend has increased competitive pressure on branded
manufacturers.
Page 147 of 412Innovation investment has intensified among leading manufacturers, with research and development spending
focused on material science, manufacturing efficiency, and sustainable production methods.
Regulatory Environment and Standards
International quality standards have continued to evolve through 2025, with enhanced testing requirements and
quality assurance protocols ensuring product safety and reliability. WHO prequalification programs have
expanded, supporting global procurement initiatives.
Regulatory approval processes for new materials and product innovations have been streamlined in several
markets, accelerating time-to-market for breakthrough products while maintaining safety standards.
Environmental regulations have begun to impact product development and manufacturing processes, with
sustainability requirements becoming more prevalent across major markets.
Advertising and marketing regulations vary significantly across regions, with some markets liberalizing
restrictions while others maintain conservative approaches to contraceptive product promotion.
INDIAN PHARMACEUTICAL INDUSTRY
https://www.newsonair.gov.in/indias-pharmaceutical-exports-reach-over-30-billion-dollar-in-financial-year-
2024-25/
https://www.svhealthcare.in/indias-pharma-exports-surge-9-beating-global-growth-rate-report/
https://www.ibef.org/industry/pharmaceutical-india
https://www.cnbctv18.com/india/healthcare/indias-pharma-sector-grows-7-8-in-april-2025-supplies-20-of-the-
worlds-generic-medicines-pharma-ministry-19606308.htm
Market Overview and Current Status
The Indian pharmaceutical industry has emerged as a global powerhouse, consolidating its position as the world's
largest provider of generic medicines. Through 2024, the industry has demonstrated remarkable resilience and
growth, adapting to evolving global healthcare needs while maintaining its competitive advantages in cost-
effective manufacturing and quality production.
The industry’s domestic market registered strong growth in FY 2024–25, with pharmaceutical sales reaching
approximately ₹2.38 lakh crore (≈ US $28 billion)—reflecting a year-on-year increase of about 8.2 percent.
This expansion was underpinned by rising healthcare access, increasing chronic disease incidence, heightened
health awareness, and enhanced affordability via insurance schemes and government initiatives like Ayushman
Bharat-PMJAY and Jan Aushadhi Kendras.
India's pharmaceutical exports have maintained strong momentum, reaching over 200 countries globally. The
Page 148 of 412country has strengthened its position in regulated markets including the United States, Europe, and Japan, while
expanding presence in emerging markets across Africa, Latin America, and Southeast Asia.
Market Size and Growth Projections
The Indian pharmaceutical market is projected to reach US$ 75 billion by 2025 and US$ 150 billion by 2030,
supported by demographic advantages, expanding healthcare infrastructure, and continued government policy
support. The industry's long-term target of achieving US$ 500 billion by 2047 reflects ambitious growth
expectations underpinned by structural advantages.
Domestic pharmaceutical consumption has accelerated through 2024, driven by improved healthcare access,
rising disease prevalence, and increased health awareness. The market has benefited from expanded insurance
coverage and government health schemes that have made medicines more affordable for larger population
segments.
Despite global economic headwinds, India’s pharmaceutical exports remained robust, reaching approximately
US $27.9 billion in FY 2023–24 (April 2023 to March 2024)—a growth of ~9.7 percent year-on-year—and
accelerating further to around US $30.5 billion in FY 2024–25 (April 2024 to March 2025). This performance
underscores the industry’s global competitiveness and the world’s reliance on Indian pharmaceutical
capabilities.
Market Size Projections (in USD Million)
Year Market Size
2022 200
2023 214
2024 229
2025 245
2026 262
2027 281
2028 301
2029 323
2030 355
Manufacturing Excellence and Infrastructure
India currently operates over 10,800 manufacturing facilities, including more than 3,500 WHO-GMP approved
plants and 750 USFDA-compliant facilities. This extensive manufacturing infrastructure represents the largest
concentration of regulatory-approved pharmaceutical facilities outside the United States.
Manufacturing capacity expansion has continued through 2024, with significant investments in biotechnology
production, complex generics, and active pharmaceutical ingredient (API) manufacturing. The industry has
diversified its manufacturing base to reduce dependence on imports and improve supply chain resilience.
Quality standards have been consistently upgraded, with Indian manufacturers achieving higher compliance
rates and fewer regulatory observations. This improvement has strengthened confidence among global partners
and supported premium pricing for Indian pharmaceutical products.
Research and Development Initiatives
R&D investment has increased significantly across the Indian pharmaceutical sector, with leading companies
allocating 8-12% of revenues to research activities. Focus areas include biosimilars, complex generics, novel
drug delivery systems, and new chemical entity development.
Collaboration with international research institutions has expanded, with Indian companies participating in
global clinical trials and drug development programs. These partnerships have enhanced technical capabilities
and accelerated product development timelines.
Page 149 of 412Digital transformation in R&D processes has gained momentum, with companies adopting artificial intelligence,
machine learning, and data analytics to improve drug discovery efficiency and reduce development costs.
Government Policy Support and Initiatives
The Production Linked Incentive (PLI) scheme for pharmaceuticals has delivered strong performance through
March 2025, By March 2025, the broader PLI programme across sectors attracted cumulative investments of
₹1.76 lakh crore, generating production and sales valued at ₹16.5 lakh crore, with pharmaceuticals accounting
for a major share of this output
Pradhan Mantri Bhartiya Janaushadhi Kendras (PMBJP) have expanded significantly, with 15,057 operational
Jan Aushadhi Kendras (JAKs) as of February 28, 2025, providing affordable generic medicines to underserved
populations. The program's product portfolio has grown to include over 1,600 essential medicines and 280
surgical instruments.
Bulk drug park development has progressed significantly, with three operational parks in Himachal Pradesh,
Gujarat, and Andhra Pradesh. These facilities provide world-class infrastructure for API manufacturing and
support the government's Atmanirbhar Bharat initiative.
Export Performance and Global Market Presence
Indian pharmaceutical exports have demonstrated remarkable resilience through 2024, with generic drugs
maintaining dominant market positions in key international markets. The United States remains the largest
export destination, accounting for approximately 35% of total pharmaceutical exports.
Market diversification efforts have yielded positive results, with increased penetration in emerging markets
across Africa, Latin America, and Southeast Asia. These markets offer significant growth potential and align
with India's competitive advantages in affordable, quality medicines.
Biosimilar exports have grown substantially, with Indian companies gaining regulatory approvals for complex
biological products in major markets. This segment represents significant future growth potential as biological
patent expiries create market opportunities.
Biotechnology and Biosimilar Development
India’s bioeconomy, which had reached approximately US $165.7 billion in 2024, continues its strong upward
trajectory toward the US $300 billion by 2030 goal. The pharmaceutical biotechnology segment—
traditionally about 60% of the total biotechnology market—now represents around US $99–100 billion (i.e.,
60% of US $165.7 billion) based on the 2024 baseline.
Biosimilar development has become a key focus area, with Indian companies successfully launching multiple
biosimilar products in global markets. The domestic biosimilar market has also expanded rapidly, providing
Page 150 of 412affordable access to advanced biological therapies.
Cell and gene therapy development has gained momentum, with several Indian companies initiating clinical
trials and establishing manufacturing capabilities for these advanced therapeutic modalities.
Digital Health and Technology Integration
Digital transformation has accelerated across the Indian pharmaceutical industry, with companies adopting
advanced technologies for manufacturing, supply chain management, and customer engagement. Industry 4.0
implementations have improved operational efficiency and product quality.
Telemedicine and digital health platforms have created new opportunities for pharmaceutical companies to
engage with healthcare providers and patients. These platforms have become particularly important for chronic
disease management and medication adherence.
Artificial intelligence applications in drug discovery, clinical trials, and regulatory affairs have gained traction
among leading Indian pharmaceutical companies, enhancing their competitive capabilities and innovation
potential.
Regulatory Environment and Compliance
The Central Drugs Standard Control Organization (CDSCO) has continued to strengthen regulatory frameworks
through FY2024-25, implementing risk-based inspection systems and enhancing digital approval processes.
These improvements have reduced approval timelines while maintaining safety standards.
International regulatory compliance has reached new levels, with Indian manufacturers achieving higher success
rates in regulatory inspections and approvals. This improvement has supported market access and premium
pricing in regulated markets.
Pharmacovigilance systems have been enhanced significantly, with improved adverse event reporting and safety
monitoring capabilities supporting post-market surveillance requirements across global markets.
Investment and Financial Performance
Foreign Direct Investment in pharmaceuticals in India reached US $ 23.42 billion cumulatively from April 2000
through March 2025. The sector continues to attract international investment due to its growth prospects and
competitive advantages.
Domestic investment has also accelerated, with leading pharmaceutical companies expanding manufacturing
capacities, research facilities, and distribution networks. These investments support long-term growth objectives
and market expansion strategies.
Financial performance across the sector has been strong, with leading companies reporting double-digit revenue
growth and improved profitability margins. Export earnings have provided significant foreign exchange benefits
for the country.
INDIAN CONDOM MARKET OVERVIEW
https://www.fortunebusinessinsights.com/condom-market-104519
https://news.un.org/en/story/2024/05/1150061
https://www.custommarketinsights.com/report/condom-market/
https://www.precedenceresearch.com/condom-market
Market Size and Growth Trajectory
The Indian condom market has demonstrated exceptional growth through 2024, reaching a valuation of
approximately USD 245 million, representing year-on-year growth of 8.4%. Market projections indicate
continued robust expansion, with expectations of reaching USD 410 million by 2030, reflecting a compound
annual growth rate (CAGR) of 8.9% over the forecast period.
This growth trajectory significantly outpaces global market averages, driven by India's unique demographic
advantages, evolving social attitudes, and supportive government policies. The market's expansion reflects
successful awareness campaigns, improved distribution networks, and increasing acceptance of contraceptive
Page 151 of 412products across diverse population segments.
The Indian condom market represents approximately 2.8% of the global condom market by value but accounts
for nearly 15% by volume, reflecting the price-sensitive nature of the domestic market and the emphasis on
accessible contraception for public health objectives.
Demographic Drivers and Market Opportunities
India's demographic profile provides exceptional market opportunities, with over 50% of the population under
25 years of age and approximately 68% under 35 years. This young demographic profile creates a substantial
addressable market for contraceptive products over the coming decades.
Urban population growth has accelerated through 2024, with urbanization rates reaching 36% of total
population. Urban consumers demonstrate higher willingness to purchase premium condom products and show
greater openness to discussing sexual health topics.
Rising disposable incomes across socioeconomic segments have supported market premiumization, with
consumers increasingly selecting higher-value products offering enhanced features and improved user
experiences.
Educational attainment improvements, particularly among women, have contributed to increased awareness of
family planning options and greater influence in household contraceptive decisions.
Government Initiatives and Policy Support
The National Family Planning Program has expanded significantly through 2024, with increased budget
allocations and enhanced service delivery mechanisms. Free condom distribution programs have reached over
150,000 distribution points nationwide, ensuring broad accessibility.
National AIDS Control Programme initiatives have maintained focus on condom promotion as a primary
prevention strategy. These programs have achieved significant success in high-risk population segments and
contributed to overall market awareness.
Reproductive health education programs have been integrated into school curricula in multiple states, supporting
long-term awareness building and reducing stigma associated with contraceptive products.
Public-private partnerships have expanded, with government agencies collaborating with manufacturers to
improve product availability in rural and underserved areas while maintaining quality standards.
Page 152 of 412Product Innovation and Development
Ultra-thin condom technology has advanced significantly in the Indian market, with leading manufacturers
introducing products with thickness below 0.05mm while maintaining strength and reliability standards. These
premium products command higher margins and demonstrate strong consumer acceptance.
Flavor and texture innovations have gained substantial market traction, with manufacturers introducing products
specifically designed for Indian consumer preferences. Local flavor profiles and culturally appropriate
packaging have enhanced market appeal.
Non-latex alternatives have shown growing adoption, addressing allergic reactions and providing enhanced
sensory experiences. Polyisoprene and polyurethane products are gaining market share despite premium pricing.
Sustainable and eco-friendly product development has emerged as a focus area, with manufacturers exploring
biodegradable materials and sustainable packaging options to address environmental consciousness among
educated consumers.
Distribution Channel Evolution
Online sales channels have experienced explosive growth through 2024, with e-commerce platforms accounting
for approximately 28% of total condom sales in India. This growth reflects consumer preferences for privacy,
discretion, and convenient purchasing options.
Traditional pharmacy networks remain the dominant distribution channel, accounting for roughly 45% of sales
volume. Pharmacy counseling and immediate availability continue to be valued by consumers, particularly for
first-time purchases.
Modern retail formats including supermarkets and hypermarkets have expanded their contraceptive product
sections, with improved product visibility and reduced purchase embarrassment driving adoption.
Rural distribution networks have been strengthened through government initiatives and private sector
partnerships. Mobile vending units and community health worker programs have improved product accessibility
in remote areas.
Vending machine installations have increased significantly, with over 8,500 units operational across India by
2024. These automated distribution points provide 24-hour access and address privacy concerns that may limit
traditional retail purchases.
Consumer Behavior and Market Segmentation
Urban consumers demonstrate increasing sophistication in product selection, with premium and specialty
products gaining market share. Quality consciousness has risen significantly, with consumers willing to pay
Page 153 of 412higher prices for trusted brands and enhanced features.
Rural market penetration has improved substantially through 2024, supported by awareness campaigns and
improved distribution networks. However, price sensitivity remains high, with value-oriented products
maintaining dominant market positions.
Youth demographics show strong adoption of online purchasing channels and openness to product innovation.
This segment drives demand for premium features, discreet packaging, and convenient purchasing options.
Gender dynamics in purchasing decisions have evolved, with increased female participation in contraceptive
product selection. This trend has influenced marketing strategies and product positioning across the market.
Regional Market Dynamics
North Indian markets demonstrate strong growth rates, with states like Uttar Pradesh, Bihar, and Rajasthan
showing significant expansion in condom consumption. Government health initiatives and NGO programs have
been particularly effective in these regions.
South Indian markets, led by Tamil Nadu, Karnataka, and Andhra Pradesh, show higher adoption of premium
products and greater openness to product innovation. Educational levels and urbanization rates support market
premiumization trends.
Western markets including Maharashtra and Gujarat demonstrate mature consumption patterns with steady
growth rates. These markets show high adoption of modern retail channels and online purchasing options.
Eastern markets have shown accelerated growth through 2024, with improved distribution networks and
awareness campaigns driving market expansion. Government health programs have been particularly impactful
in rural areas.
Competitive Landscape and Market Structure
Market concentration has increased through 2024, with the top five manufacturers accounting for approximately
75% of total market value. However, regional and local manufacturers maintain significant market share through
competitive pricing and local distribution capabilities.
International manufacturers have strengthened their Indian market presence through local manufacturing
investments and strategic partnerships. These companies bring advanced product technologies and premium
Page 154 of 412positioning strategies.
Domestic manufacturers have improved their product quality and innovation capabilities, with several
companies achieving international quality certifications and export market success. Cost advantages continue to
support their competitive positions.
Private label products have gained market share in modern retail channels, with retailers investing in product
development and quality assurance to capture higher margins while offering consumer value.
Manufacturing and Supply Chain
Local manufacturing capacity has expanded significantly through 2024, with major manufacturers investing in
advanced production technologies and capacity increases. India now produces over 8 billion condoms annually,
making it one of the world's largest manufacturing centers.
Raw material sourcing has been diversified to reduce dependence on imports and improve supply chain
resilience. Natural rubber latex procurement from domestic sources has increased, supporting local agricultural
communities.
Quality control systems have been enhanced across the industry, with manufacturers implementing international
quality standards and achieving certifications from global regulatory bodies. These improvements support export
opportunities and premium positioning.
Supply chain digitization has progressed rapidly, with manufacturers adopting advanced logistics technologies
and real-time inventory management systems to improve distribution efficiency and reduce costs.
Regulatory Environment and Quality Standards
The Bureau of Indian Standards (BIS) has updated condom quality specifications through 2024, incorporating
latest international standards and testing requirements. Mandatory BIS certification ensures consistent quality
across all products sold in India.
Central Drugs Standard Control Organization (CDSCO) oversight has been strengthened, with enhanced market
surveillance and quality testing programs ensuring compliance with safety standards.
Import regulations have been streamlined while maintaining quality requirements, supporting availability of
international products and competitive market dynamics.
Advertising and marketing guidelines have been updated to support responsible promotion of contraceptive
products while maintaining cultural sensitivity and social acceptance.
Market Challenges and Barriers
Social stigma remains a significant challenge, particularly in rural and conservative communities where
traditional attitudes toward sexuality and contraception persist. However, gradual cultural changes and education
programs are addressing these barriers.
Distribution challenges in remote rural areas continue to limit market penetration despite improvement efforts.
Infrastructure limitations and logistical costs affect product availability and pricing in these markets.
Price sensitivity among large population segments constrains market premiumization opportunities. Balancing
affordability with quality and innovation remains a key challenge for manufacturers.
Counterfeit product presence in some market segments undermines consumer confidence and creates safety
concerns. Enhanced regulatory enforcement and consumer education are addressing these issues.
Technology Integration and Digital Innovation
Mobile health applications have incorporated contraceptive education and product information, supporting
informed consumer decision-making and reducing barriers to product adoption.
Page 155 of 412Digital marketing strategies have evolved significantly, with manufacturers leveraging social media platforms
and influencer partnerships to reach younger demographics while maintaining appropriate messaging.
E-commerce platform integration has improved significantly, with enhanced product categorization, customer
education content, and discreet delivery options supporting online sales growth.
Supply chain digitization has enabled better demand forecasting, inventory optimization, and distribution
efficiency, ultimately supporting improved product availability and cost management.
Future Outlook and Growth Prospects
The Indian condom market outlook remains highly positive, with multiple growth drivers supporting continued
expansion. Demographic advantages, urbanization trends, and evolving social attitudes provide sustainable
long-term growth foundations.
Product innovation opportunities remain substantial, with consumer willingness to adopt premium features and
new technologies supporting market value growth. Sustainable and technologically advanced products represent
significant future potential.
Rural market penetration offers exceptional growth potential, with improved distribution networks and
awareness programs expected to drive significant volume expansion over the forecast period.
Export opportunities for Indian manufacturers are expanding, with quality improvements and cost advantages
supporting international market penetration and revenue diversification.
Investment and Economic Impact
The condom manufacturing sector has attracted significant investment through 2024, with both domestic and
international companies expanding production capacities and technological capabilities.
Employment generation has been substantial, with direct manufacturing employment exceeding 50,000 workers
and indirect employment through distribution and retail networks supporting hundreds of thousands of
livelihoods.
Foreign exchange benefits from exports have grown significantly, with Indian condom manufacturers gaining
market share in Africa, Southeast Asia, and Latin America.
Tax revenue contributions have increased proportionally with market growth, supporting government health
programs and infrastructure development initiatives.
Page 156 of 412Social Impact and Public Health Benefits
The expanded condom market has contributed significantly to India's public health objectives, supporting
reduced HIV transmission rates and improved family planning outcomes.
Maternal health improvements have been documented in regions with increased contraceptive access, with
reduced unintended pregnancies and improved birth spacing contributing to better health outcomes.
Women's empowerment has been supported through increased access to contraceptive options and greater
participation in reproductive health decision-making.
Health system cost savings have been realized through prevention of unwanted pregnancies and sexually
transmitted infections, reducing burden on public healthcare facilities.
Environmental Considerations and Sustainability
Sustainable manufacturing practices have gained importance across the industry, with companies implementing
waste reduction programs, energy efficiency measures, and responsible sourcing policies.
Biodegradable product development has progressed, with several manufacturers investing in research to develop
environmentally friendly alternatives to traditional latex condoms.
Packaging sustainability initiatives have been implemented, with companies adopting recyclable materials and
reducing packaging waste through design optimization.
Corporate social responsibility programs have expanded, with manufacturers supporting community health
programs, education initiatives, and environmental conservation projects.
Conclusion
The Indian condom market represents one of the most dynamic and promising segments within the global
contraceptive industry. Strong demographic fundamentals, supportive government policies, and evolving social
attitudes have created exceptional growth opportunities that are expected to sustain over the coming decade.
The market's transformation from a primarily public health-driven sector to a sophisticated consumer market
reflects India's broader economic development and social evolution. This transition has created opportunities for
both domestic and international manufacturers to develop innovative products and build sustainable competitive
advantages.
Page 157 of 412Looking forward, the Indian condom market is well-positioned to continue its robust growth trajectory,
supported by favorable demographics, expanding distribution networks, and increasing consumer sophistication.
The sector's contribution to public health objectives while generating significant economic value demonstrates
the positive impact of market-driven approaches to social challenges.
The industry's success in balancing affordability with quality and innovation provides a model for other
developing markets facing similar challenges in expanding access to essential health products. As India
continues its economic development journey, the condom market's evolution will likely serve as a benchmark
for market-based solutions to public health priorities.
Note: All financial figures and statistics referenced in this document reflect the most current available data as
of 2024-25, sourced from industry reports, government publications, and market research organizations. Market
projections are based on current trends and may be subject to change based on evolving economic, social, and
regulatory conditions.
(This space is left blank intentionally.)
Page 158 of 412OUR BUSINESS
Some of the information contained in the following discussion, including information with respect to our plans
and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the
section “Forward-Looking Statements” for a discussion of the risks and uncertainties related to those statements
and also the section “Risk Factors” for a discussion of certain factors that may affect our business, financial
condition or results of operations. Our actual results may differ materially from those expressed in or implied
by these forward-looking statements. Our fiscal year ends on March 31 of each year, so all references to a
particular fiscal are to the Twelve-month period ended March 31 of that year.
In this section, a reference to the “Company” or “we”, “us” or “our” means Anondita Medicare Limited. All
financial information included herein is based on our “Financial information of our company” included on page
247 of this Prospectus.
COMPANY OVERVIEW
Our Company was incorporated as a Public Limited Company under the name “Anondita Medicare Limited”
on March 12, 2024, under the provisions of the Companies Act, 2013 with the Registrar of Companies, Central
Registration Centre, bearing CIN U22193DL2024PLC428183. Prior to this, the business of the company was
run by our current promoter, Mr. Anupam Ghosh, as a sole proprietorship under the name of M/s Anondita
Healthcare (formerly M/s Healthcare Products) from the year 1999 onwards. Further, the entire running business
of M/s Anondita Healthcare, including all assets and liabilities, was transferred to our company, Anondita
Medicare Limited, vide Business Transfer Agreement dated April 01, 2024.
BUSINESS OVERVIEW
Our Company is a manufacturer of male condoms with a variety of flavors, with our flagship product marketed
and sold under the brand “COBRA”. We have an installed production capacity of nearly 562 million condoms
per annum, as per certificate issued by JP Sood, Chartered Engineer, dated June 04, 2025. Further, to follow
sustainable production practices, our company uses CNG as a clean, environmentally friendly manufacturing
fuel for its manufacturing plant situated at D-001, Sector 80, Gautam Budh Nagar, Noida, Uttar Pradesh,
201301.
Our Promoter, Mr. Anupam Ghosh, started his journey into this industry in the year 1999, by undertaking orders
for the sale and packaging of condoms, via his proprietorship M/s Healthcare Products. Thereafter, in 2004 he
set up his own condom manufacturing plant and started the manufacturing of condoms, under his proprietorship
M/s Healthcare Products. Subsequently, in 2013, the name of the proprietorship was changed to M/s Anondita
Healthcare. Later in 2024, the entire running business of this proprietorship, including all assets and liabilities,
was transferred to our company, Anondita Medicare Limited, vide Business Transfer Agreement dated April
01, 2024.
Further, as we gained experience in the industry and having supplied our products to various pharma companies
for last many years, we decided to venture out in the market by launching our own brand of condoms under the
name of Cobra Condoms. Our new brand is 100% electronically tested showing attractive designs/pictures and
has different flavors like Strawberry, Mint, Chocolate, Butterscotch, Coffee, Bubblegum. We use export quality
packing material to uphold our standards and industry requirement. Encouraged by demand and overwhelming
responses from consumers we have also started the production of female condoms.
In terms of manufacturing facilities, our company boasts a state-of-the-art plant located in Noida, Uttar Pradesh.
Our manufacturing capability is supported by 11 existing manufacturing lines* at the moment.
*Manufacturing lines is defined as a flow-oriented system consisting of multiple condom moulds which are
Page 159 of 412arranged in a specific order to optimize the production process of final products.
MISSION
We are dedicated to making a significant impact in the battle against HIV/AIDS and the prevention of
unintended pregnancies. Our mission is to develop safe and effective methodologies to combat HIV/AIDS and
promote safe practices.
VISION
We are committed to playing a crucial role in controlling this devastating disease and ensuring a healthier future
for all. We are constantly working towards a world where everyone can play safe and live free from the threat
of HIV/AIDS and unintended pregnancies.
OUR PROMOTERS
Mr. Anupam Ghosh
Mr. Anupam Ghosh, aged 55 years, is the Managing Director and Promoter of our company. He has been
appointed as the Director of our Company since its incorporation i.e. March 12, 2024. Further, he was
redesignated as the Managing Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed
at the Extra Ordinary General Meeting of our company held on May 15, 2024.
Mr. Anupam Ghosh has 25 years of experience in the healthcare products industry. He started his
entrepreneurial journey in the year 1999 by packaging and sale of contraceptives and gloves, via his
proprietorship firm namely M/s Healthcare Products. Thereafter, in the year 2004, he set up his own
manufacturing plant for manufacturing condoms under this proprietorship concern. In the year 2013, this
proprietorship firm was renamed to “M/s Anondita Healthcare”, which was taken over by our company in the
year 2024, vide Business Transfer Agreement dated April 01, 2024. His skills involve strategic planning &
execution, product development & innovation and overall business development.
Ms. Sonia Ghosh
Mrs. Sonia Ghosh, aged 50 years, is the Whole Time Director and Promoter of our company. She has been
appointed as the Director of our Company since its incorporation i.e. March 12, 2024. Further, she was
redesignated as the Whole Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution
passed at the Extra Ordinary General Meeting of our company held on May 15, 2024.
She has diversified experience of 10 years in administrative activities and human resources management. She
started her journey as a director back in 2014 at one of our group companies, Anondita Healthcare Products
Private Limited & has impeccable records of handling execution and administration within our other group
companies, where she is a director. She has experience in the areas of leadership, organizational development,
and human resource management.
Mr. Reshant Ghosh
Mr. Reshant Ghosh, aged 28 years, is the Whole Time Director and Promoter of our company. He has been
appointed as the Director of our Company since its incorporation i.e. March 12, 2024. Further, he was redesignated
as the Whole Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed at the Extra
Ordinary General Meeting of our company held on May 15, 2024.
Soon after joining the family business, Mr. Ghosh founded, our now subsidiary, Anondita Healthcare and Rubber
Product (India) Limited and has significantly contributed to the marketing and sales division of the company. With
Page 160 of 4123 years of experience in marketing, he specializes in analyzing market trends, developing marketing strategies,
establishing distribution networks, and engaging with distributors and stockiest. Mr. Ghosh has successfully built
a nationwide network of distributors and retailers, enhancing product accessibility and driving sales growth for the
company.
OUR JOURNEY
2017-19 2022-23 -
2014-16 Certification Technological
Expansion and Licensing Advancements
and
2003-04 -
Sustainablity
Commercial
production
2001 -
License to
repack
condoms
1999 -
Foundation
Our current promoter, Mr. Anupam Ghosh, started the sale and packaging of condoms under
the name of his proprietorship, M/s Healthcare Products.
Our Promoter Obtained a unique license for repacking condoms.
We began commercial production at our erstwhile factory situated at Sector 8, Noida in the year
2004 and received a manufacturing license in for the same in that year.
In 2013, the name of the erstwhile proprietorship of our current promoter, Mr. Anupam Ghosh,
was changed to Ms. Anondita Healthcare.
In 2014, our Company (earlier operating as proprietorship) acquired an additional license to
manufacture condoms at a new site in Sector 80, Noida (and which is still used as our current
manufacturing unit).
In 2016, our Company became one of the few companies to use environment-friendly CNG fuel
for manufacturing.
Achieved ISO certifications 9001: 2008 & 2019, and ISO 13485: 2016. Secured WHO GMP
certification from the Government of India.
Received a Medical Device License as condoms were classified as a critical item by the CDSCO.
Page 161 of 412Added a thermopack facility for cost efficiency using eco-friendly BOI fuel.
Installed in-house foil printing machines* and a 6-color rotogravure printing machine** to
reduce vendor reliance and ensure timely supplies.
*In house foil printing machines – This machine is a high-speed printing press that uses a cylinder engraved
with an image to transfer ink onto a substrate. The process is used to produce large quantities of foil packaging
** 6-color rotogravure printing machine – This machine is a highly advanced printing equipment used in the
packaging and label industry to produce high-quality prints on various substrates. This machine is designed
to handle complex printing tasks with precision and efficiency.
Description of the Machinery and Equipment used in our Business:
1. Dipping Machine
Description: A latex dipping machine is designed for immersing moulds into a latex solution, coating the
surface evenly with latex material. This immersion step is essential in latex product manufacturing, such as
gloves or condoms, to achieve a uniform layer on the mould.
Process Details: Moulds are dipped in the latex bath and then dried at controlled temperatures to form a latex
film. This process may repeat two times to build up the desired thickness.
2. Condom Mould
Description: The condom mould, typically made of glass, is the template used for forming the shape of the
condom. Its smooth surface ensures a precise shape and thickness for each product.
Process Details: The mould is dipped into latex solution and removed slowly, allowing a thin layer of latex to
cover it. The latex layer is then dried and cured to form the final product shape.
3. Compounding Tank
Description: The compounding tank, also known as the latex maturation tank, is used for the vulcanization
process, where latex is mixed with curing agents, stabilizers, and other additives.
Process Details: Latex matures in this tank for a specified period, allowing the mixture to achieve the necessary
properties for product durability and elasticity.
4. Attritor
Description: The attritor is a high-efficiency mixing machine filled with ceramic balls used for dispersing
materials within the latex solution.
Process Details: It grinds and blends materials into a fine consistency by using friction from ceramic balls,
ensuring uniform particle distribution.
Page 162 of 4125. AOD Pump (Air-Operated Diaphragm Pump)
Description: An AOD pump uses compressed air to move materials, such as latex or slurry, through the
equipment.
Process Details: The pump's air pressure allows for efficient material transfer, especially useful in environments
where electric pumps aren’t suitable due to safety concerns.
6. Washing Machine
Description: This machine removes unwanted chemicals and residues from latex-coated products after dipping.
Process Details: It thoroughly cleanses products, ensuring they are free of impurities before proceeding to the
drying stage.
7. Hydro Extractor
Description: Used after the washing stage, the hydro extractor centrifugally removes excess water from the
products.
Process Details: Spinning at high speeds, this machine removes as much water as possible, reducing drying
time in the next stage.
8. Washing Slurry Tank
Description: A tank for storing and preparing slurry solutions needed for various washing stages.
Process Details: This tank stores and mixes of chemicals to create the appropriate washing solution for effective
cleaning.
9. Drying Machine
Description: The drying machine removes moisture from latex products after washing.
Process Details: It applies gentle heat to remove remaining moisture, ensuring that the products maintain their
shape and integrity.
10. Electronic Testing Machine
Description: This machine performs 100% electronic testing of each product to ensure quality.
Process Details: Each piece undergoes a thorough inspection, identifying and removing defective items before
packaging.
11. Foil Machine
Description: The foil machine is a sealing and packing device that wraps individual products in foil with
lubricant and, if needed, flavor.
Page 163 of 412Process Details: This machine creates a hermetic seal, preserving product freshness and ensuring hygiene.
12. Over-Wrapping Machine
Description: It applies an additional layer of polythene around individual product boxes, providing extra
protection.
Process Details: The machine laminates or wraps boxes, safeguarding them against contamination and
improving shelf life.
13. Printing Machine
Description: This machine applies batch coding and design elements onto each product package.
Process Details: It prints required details like batch numbers, manufacturing dates, and vendor information,
ensuring compliance with regulatory standards.
14. Shrink Wrapping Machine
Description: Similar to the over-wrapping machine, this machine covers outer boxes with a protective layer of
polythene.
Process Details: The shrink wrap adds an extra layer of protection, sealing each box to prevent exposure to
moisture or contaminants.
15. DM Water Storage Tank
Description: A tank designated for storing demineralized (DM) water, which is crucial for mixing and rinsing
stages.
Process Details: The water is kept free of minerals and impurities, ensuring it does not react with latex or
interfere with product quality.
16. Strapping Machine
Description: This machine ties large shipping cartons securely with straps, readying them for transport.
Process Details: It uses durable straps to secure boxes, preventing movement or damage during transit.
17. Packing Machine
Description: Semi Automated machine for packing individual condom foils into boxes.
Process Details: The machine sorts, counts, and arranges foil packs, inserts them into inner boxes, and seals
them. This streamlines the packaging process, ensuring efficiency and accuracy in meeting packaging standards.
18. Trolley:
Description: A wheeled cart for transporting materials or products within the production facility.
Page 164 of 412Process Details: Trolleys streamline movement between stations, allowing quick and easy material handling,
reducing manual labor and improving workflow efficiency.
19. Weight Balancing Machine:
Description: A machine used to measure and balance product weight accurately.
Process Details: Products are weighed to meet quality standards, ensuring each package contains the correct
amount, reducing errors and waste in production.
20. Main Electric Panel:
Description: The central control panel for electrical distribution across the plant.
Process Details: It manages power supply, load distribution, and protection for equipment, ensuring stable and
safe power distribution throughout the facility.
21. Inflation Testing Machine:
Description: A device that tests product durability by inflating them to specific pressures.
Process Details: It checks for leaks or defects, ensuring that each product meets safety and durability standards
before packaging.
22. RO with DM Plant:
Description: A water purification system combining Reverse Osmosis and Demineralization.
Process Details: It removes minerals and impurities, providing high-quality water required for sensitive
processes like latex preparation or cleaning.
PLANT & MACHINERY
To maintain quality of our product, we have installed quality machinery at our plant site. We have a range of
machines for the manufacturing and Quality Control/Assurance process. The details of machines are as follows:
NAME OF
S.No. EQUIPMENT/MACHI MAKE ID/SERIAL NO. QUANTITY CAPACITY
NERY
Chemical milling or Self-
1. AML/PR/01 1 70 kg
Attritor Fabricated
Self- 2,400
2. Compounding Tank-01-05 AML/PR/02-05 6
Fabricated Lit/Tank
60-70 Lit./
3. AOD-Pump Wilden AML/PR/06 2
Min
Page 165 of 412Dipping Machine-01 Self- 6,000 Unit/
4. AML/PR/07 1
(Single track) Fabricated hr.
Dipping Machine-02-03 Self- 40,000 Unit /
5. AML/PR/08-09 2
(Four track) Fabricated hr
Dipping Machine-04 Self- 20,000 Unit /
6. AML/PR/08-09-09A 1
(Double track) Fabricated hr
Usman& AML/PR/10,11,46,47, 25,000 unit
7. Washing Machine-01-05 5
Co. 60 per hr
Self-
8. Hydroextractor-01 AML/PR/12 2 25,000 unit
Fabricated
Self- 25,000 unit
9. Drying Machine-01-05 AML/PR/13-16,48 5
Fabricated per hr
Electronic Testing Self- AML/PR/17- 5,040 Unit /
10. 16
Machine-01-14 Fabricated 27,45,51,68 hr
Foiling Machine-01-14, Indian AML/PR/28- 70
11. 18
16-19 packaging 41,58,69,71,72 Unit/Minute
60
12. Foiling Machine-15 China AML/PR/57 1
Unit/Minute
Self-
13. Washing Slurry Tank AML/PR/49 1 600 kg
Fabricated
40 Box
14. Over wrapping Speed pack AML/PR/42,59 2
/Minute
Printing Machine (Batch 60 Box /
15. Masco AML/PR/44 1
coding) Minute
Lubrication Tumbler Self-
16. AML/PR/50 1 52 kg
machine-01 Fabricated
Shrink wrapping Self- 50 Box /
17. AML/PR/52 1
Machine-01 Fabricated Minute
Self-
18. D.M. Water storage Tank AML/PR/61 1 1,000 Litre
Fabricated
Self-
19. Hot Water Tank AML/PR/62 1 3,000 Litre
Fabricated
Page 166 of 412Made in
20. Strapping Machine AML/PR/63,64 2 50 Box / Hr.
Taiwan
Lokpal
21. Trolley AML/PR/65-67 3 500 kg
Industries
Parth
100 inner/
22. Packing Machine Engineers AML/PR/70,73 2
Minute
& Cons.
Air tech
23. Sampling booth AML/ST/01 1 -
services
Lokpal
24. Weight Lifting Machine AML/ST/02 1 300 kg
Industries
25. Dispensing booth -- AML/ST/03 1 -
Inflation Testing Machine Self- AML/QC/05 1 105 Piece /
26.
(4-Head) Fabricated Hour
Pranjali
Water
27. RO with DM Plant AML/UT/25 2 1000 ltr/Hour
Solution
technology
MANUFACTURING FACILITY
Our Company operates cutting-edge manufacturing facilities strategically located in Noida, Uttar Pradesh.
These facilities encompass a total built-up area of approximately 1,00,000 square feet (9,290 square meters),
providing ample space for our current operations and future expansion plans.
Existing Production Capacity*: 2,588.35 lakhs pieces
Annual production capacity*: 5,620 lakhs pieces
Operational Manufacturing lines: 11
*As per certificate issued by JP Sood, Chartered Engineer dated June 04, 2025.
Further, each manufacturing line is equipped with an average of 1100 moulds, which can produce 12,100
condoms (1100 moulds* 11 Manufacturing Lines) in 3 minutes at full capacity.
The number of moulds and the speed of the machine can be altered to produce the desired number of condoms.
The existing facility is equipped with advanced machinery and adheres to stringent quality control measures to
ensure the production of high-quality products that meet international standards.
Page 167 of 412CAPACITY UTILISATION*
(Units in lakhs)
For the financial
For the financial For the financial
year ended on
Product Category Particulars year ended on year ended on
March 31, 2025
March 31, 2024 March 31, 2023
Installed Capacity 5,620.00 5,620.00 5,620.00
Actual Capacity 2,588.35 2,199.48 1,843.25
Condoms
Actual Capacity as a % 46.05%
39.14% 32.80%
of Installed capacity
*As per certificate issued by JP Sood, Chartered Engineer dated June 04, 2025.
Notes: 1. Actual Capacity includes both standard and sub-standard (scrap) product.
2. Installed Capacity is on basis of production done in 3 shifts per day while actual capacity is on the basis of
productions done in 2 shifts per day.
Page 168 of 412PURCHASE ORDERS UNDER EXECUTION/TO BE EXECUTED
Quantity Total
Purchase
Customer Name (Units in Amount (Rs.
Order Date Status
Lakhs) In Lakhs)
Central Medical Services Society 17.04.2024 5,65,89,531 1,086.52 Completed
Calcutta Cosmetics Open order,
02.04.2024 2,16,00,000 468.72 108.72 to be
executed
Anondita Healthcare & Rubber Open order
Products (I) Ltd. 01.04.2024 1,80,00,000 361.80 176.66 to be
executed
Cadiz Lifescience Order
06.04.2024 8,64,000 19.80
Cancelled
Maanran Care Pvt. Ltd. - 5,00,000 13.25 Completed
German Remedies 12.09.2024 17,28,000 33.70 Completed
Central Medical Services Society 19-03-2025 76632500 1448.35 In Process
Central Medical Services Society 26.03.2025 50929116 967.35 In Process
Central Medical Services Society 26.03.2025 11319368 215.07 In Process
Central Medical Services Society 27.03.2025 37625000 733.69 In Process
Central Medical Services Society 24.03.2025 53287500 482.23 In Process
Calcutta Cosmetics 01.04.2025 12,09,60,000 2109.89 Open Order
Anondita Healthcare & Rubber Open Order
17.02.2025 86400000 2464.13
Products (I) Ltd.
Anondita Healthcare & Rubber Open Order
27.12.2024 11664000 390.14
Products (I) Ltd.
Page 169 of 412MANUFACTURING PROCESS
The Company's Manufacturing process for Male Latex Condom as follows:
Process Flow
1. Compounding: Compounding is a process wherein our special formulation is added to the latex to
strengthen, preserve and make condoms thin and strong. Various chemical such as vulcanizing agent,
activator, anti-oxidant, dispersing agent etc. are finely ground and are compounded with natural rubber
latex in the predetermined ratio in the mixing tanks. The mixture of latex and chemicals are continuously
agitated, heated and maintained at specified temperature for several hours for pre-vulcanization. It is then
cooled. After cooling, a quantity inspection of the compound will perform for checking the physical
properties such as total solids, PH, Viscosity, MST, tensile strength and elongation. The compounded latex
will transfer to supply of tank.
2. Dipping: After latex is compound, it is dispersed in a dipping tank. Shafts called mould are then dipped
into the latex which pick a thin layer of latex. After dipping, the mould’s passes through special temperature
controlled drying and curing ovens that help strengthen the condom. After drying, these moulds will pass
the edge rolling unit. The edger rolled condoms then passes through the vulcanizing booth before the same
is dipped into swelling agent and thereafter through the ant sticking agent. The condoms are stripped from
moulds using slurry jets and the product along with the slurry is conveyed through PVC pipeline to the
dehydrator. The moulds are then washed, cleaned, dried and cooled before the next dipping.
Page 170 of 4123. Slurry and Post Treatment: In this process, the slurry tank, agitator for mixing the slurry, slurry pumps
etc. are installed. Slurry from slurry supply tank is pumped to the stripping unit of moulding machine. The return
slurry from dehydrators goes to the slurry supply tank. The stripped products are separated from the slurry
tin the Dehydrator and further drying achieved by hot air. De-hydrator consists of rotary of mesh barrel
fabricated out of stainless-steel material. This barrel rotates at low speed. The condom along with the slurry
is conveyed into rotary barrel. Most of the slurry is discharged into the SS hopper provided underneath and
it goes to slurry supply tank. The discharge end of the barrel rotates inside a hot air chamber and this point
the condoms are completely de-hydrated and then pneumatic Vulcanizing Machines. The products then
transfer pneumatically to the vulcanizing barrels of the Automatic Vulcanizing Machines. The product is
dried and vulcanized for fixed duration at a fixed temperature. After vulcanization the condoms are
transferred to quenching machine where its air cooled by rotation in barrels.
4. 100% Electronic Test: The products undergo various quality control checks. The selected lots then go to
the inspection section where 100% pinhole testing performed in an electronic pinhole testing.
Inspection machine consists of conveyor on which steel moulds are mounted ted in two rows. The
vulcanized condoms are covered on the moulds manually. The condoms are tested for pinholes and rolled in the
machine. Condoms with and without pinholes are separated. After 100% pin hole test, the product through QA
section for random sampling and test. Here the specified samples are drawn from each batch/lot and subject
for various test as stipulated standard or document procedure.
Page 171 of 4125. Foiling & Packing: Condom which passed the sampling and acceptance level, will be sent for foiling. This
is done by a heat-sealing machine. Condoms are placed manually on the feeding belt transported and
automatically squeezed into the cells of the sealing cylinders. During the operation, a direct contact of the
condom takes place with the foil which are taken two reeled and sealed hermetically. The condoms are pre-
lubricated with silicon fluid along with feeding belt of the packing machine.
6. Finished Goods store: Finished goods warehousing is the storage of goods after they are manufactured
into the final sellable product. After raw goods go through the assembly process, they are ready for sale or
delivery to customers.
Page 172 of 4127. Dispatch: Dispatch of packed goods. For more details on this part please refer to section titled ‘Customer
Sourcing/Our Sales Channel’ beginning on page 176 of this Prospectus.
OUR QUALITY CONTROL PROCESS
Process Flow Chart for Quality Check of Latex Condoms
Page 173 of 412Post Treatment
POST TREATMENT
DIPPING W A SHING OF DRYING COOLING VISUAL 100%
CONDOMS INSPECTION ELECTRONIC
TESTING
The quality control process for latex condoms at our company, as shown in the flowchart, involves several key
checkpoints to ensure product quality and compliance with standards. Here’s a brief overview:
1. Raw Material and Packaging Material Quarantine: Upon arrival, raw materials and packaging materials
are quarantined. They undergo initial quality inspection to determine if they meet the required standards
before being approved for production.
2. Quality Control and Release: Once the inspection is complete, Quality Assurance (QA) releases the
approved materials, making them available for production.
3. Material Dispensing: Approved materials are then dispensed and moved to the compounding and
processing stages. Here, in-process quality checks are conducted at various stages to maintain consistency
in material quality.
4. In-Process Quality Control (QC) Checks: QC checks occur at critical stages, including:
➢ Latex Compounding: Ensuring the latex mix meets the necessary standards.
➢ Dipping: Monitoring the dipping process to achieve consistent condom thickness and strength.
➢ Post-Treatment: This step includes processes like washing, drying, and cooling the condoms after
dipping.
➢ Lubricant/Flavor Preparation: Checking the quality and consistency of lubricants or flavors
added to the condoms.
➢ Foiling and Packing: Ensuring condoms are properly foiled and packed to maintain hygiene and
durability.
5. 100% Electronic Testing and Visual Inspection: Each condom undergoes electronic testing to identify
defects, such as holes or weak points, and is also visually inspected for physical flaws.
6. Packaging:
6.1 Foiling (Primary Packaging)
Purpose: The primary packaging, or foiling, is the first layer of protection for the condom. This layer ensures
that each condom is securely and hygienically sealed to prevent contamination and maintain its integrity.
Process: Condoms are individually placed in foil pouches and sealed. This foiling process typically uses heat-
sealing methods to create an airtight and waterproof barrier, which helps in preserving the condom’s quality
over time by protecting it from moisture, dust, and air exposure.
Quality Checks: During foiling, quality control ensures that each condom is securely sealed without any leaks
or wrinkles in the foil that could compromise the barrier. Proper sealing prevents exposure to external elements,
helping maintain the condom’s sterility.
6.2. Secondary (Final Packaging)
Purpose: The secondary or final packaging holds multiple individually foiled condoms together, making it
easier for consumers to handle and store. It also provides additional protection during handling and
transportation, reducing the risk of damage.
Page 174 of 412Process: In this step, the foiled condoms are grouped and placed in boxes or packets, which are then labeled
with essential information (e.g., batch number, expiry date, and instructions for use). Secondary packaging often
includes a carton or box that is designed for both consumer convenience and retail display.
Quality Checks: Quality assurance teams inspect the secondary packaging for proper sealing, labeling
accuracy, and any defects in the box or carton that might affect the product during distribution. Ensuring that
the outer packaging is durable and correctly labeled is critical for maintaining product quality and regulatory
compliance.
7. Final Quality Control Checks: Once packaged, the final QC checks confirm that all quality standards are
met before the condoms are approved for storage.
8. Storage and Shipment: Approved condoms are stored in the finished goods area and prepared for shipment
to customers, marking the completion of the quality control process.
This rigorous process flow helps maintain high standards of quality throughout production, ensuring that only
safe, defect-free condoms reach customers.
RAW MATERIAL
To carry out the business operations of our Company, we require various raw materials.
Our major raw materials are:
• Centrifuged Latex 60%
• Amonia NH3
• Calcium Carbonate CaC03
• EUNOX (Antioxidant) 1330
• Magnesium Oxide MGO
• Caustic Soda (Sodium Hydroxide) NaOH
• Natural Rubber Latex
• Industrial Silicon Oil Silicon Emulsion
• Sulphur
• Silicone Oil
• Silicone Emulsion HS
• Tamol
• Zinc Di-Ethyl Di-Thio Carbonate
• Zinc Di-Butyl Di-Thio Carbonate (ZDBC)
• Zinc Oxide (ZnO)
• Magnesium Carbonate MgC03
• NACL
These raw materials are procured from different suppliers. We procure raw material after considering the
quotation received from every vendor. Further, we also verify the quality of raw material to be used in the
manufacturing of our products. We have been able to secure timely supply of required materials for our
existing production activity. For further details on the agreements of our company with our raw material
suppliers, please refer to the table above under the head “Collaborations”.
Page 175 of 412COLLABORATIONS
Our Company have following agreements for Purchase of Raw Materials with Vendors:
Sr. No. Vendor Start date End Date Product
1 SMR Plantation Private Limited 01-05-24 30-05-27 Centrifuged Latex 60%
2 Tarini Bio-chem Private Limited 01-05-24 30-05-29 Amonia NH3
3 Thakar Das & Co. 01-05-24 30-04-29 ZDCE, ZDBC, ZNO
High Grades Industries (India) EUNOX (Antioxidant)
4 01-08-25 31-07-30
Private Limited 1330
Natural Rubber Latex,
5 Naresh Industries 22-02-24 21-02-29 Diluted Natural Rubber
Latex
6 B.S. Polymers 01-08-25 31-07-27 M GO
The Standard Chemical Co
7 01-05-24 30-04-29 Sulpher
Private Limited
Calcium Carbonate
8 Jai Overseas Chemicals Limited 17-07-24 16-07-29
(COCO3)
Supple Rubber Chemicals Pvt. Silicon Oil, Silicon
9 01-08-2025 31-07-2026
Ltd. Emulsion
CUSTOMER SOURCING/OUR SALES CHANNEL
Our company distributes its products through our distributor, M/s Calcutta Cosmetics, and our subsidiary,
M/s Anondita Healthcare & Rubber Products (I) Limited. This subsidiary is dedicated to the sales and
marketing of healthcare products under our registered brand, "COBRA."
Our sales force, including Zonal Sales Managers, Regional Sales Managers, Area Sales Managers, Sales
Officers, and Sales Representatives, effectively engages with channel partners such as Super Distributors,
Distributors, and Retailers across various cities.
We also sell our products directly to several Government Procurement Agencies and AIDS Control Societies
(with the government’s own labelling and packaging) and in the past we also exported our products.
The chart below outlines the bifurcation of our channel partners and the table below represents the amount
of sales made through said channel partners in the past three years and stub period.
Page 176 of 412Our Channel Partners
Anondita Healthcare & Rubber Products (I)
Limited
Super Distributor / Stockiest
Other/Third Party Distributors
Government
Procurement
Agencies
(Amount in Lakhs)
Particulars March 31, 2024 March 31,
March 31, 2025 March 31, 2023
2024
Anondita Healthcare &
1,062.18
Rubber Products (I) - 903.27 692.92
Limited
Stockist 852.02 - 630.02 708.73
Governmental -
Procurement Agencies/
3,453.22 1,980.03 1,088.92
AIDS Prevention Societies
Other Distributors 684.10 - 1,129.89 938.50
Export* - - - 162.42
Total 6,051.52 - 4,643.21 3,591.49
*We have in the past produced surgical gloves and masks during the covid induced pandemic period and
exported the same to other countries. However, presently we do not undertake export of condoms manufactured
by us.
Page 177 of 412ORGANISATION STRUCTURE
Board
Members &
KMP's
Gaurav Kumar Lakhinder Singh Reshant Ghosh Anupam Ghosh Sonia Ghosh Nishi Go el
(Independent (Non-Executive, (Whole Time (Managing (Whole Time (Independent
Director) Non- Director) Director) Director) Director)
Independent
Director)
Suni ta Naithani
Nutan Agrawal
(Chief
(Company
Financial
Secretary)
Officer)
HUMAN RESOURCE
Our Company believe that our employees are key contributors to our business success and its ability to maintain
growth depends to a large extent on our strength in attracting, training, motivating and retaining employees. We
focus on attracting and retaining the best possible talent. Our Company looks for specific skill-sets, interests and
background that would be an asset for its kind of business.
Our manpower is a prudent mix of the experienced and youth which gives us the dual advantage of stability and
growth. Our work processes and skilled resources together with our strong management team have enabled us to
successfully implement our growth plans.
DEPARTMENT WISE BREAK-UP
As on July 31, 2025 our Company had 280 employees on its payroll. Bifurcation of the same is as follows:
S.No Department Number of Employees
1. Finance and Accounts 5
2. Human Resources 2
3. Marketing and Sales 4
4. Operations 21
5. Secretarial 1
6. Workman 247
TOTAL 280
Page 178 of 412FINANCIAL ACHIEVEMENTS OF THE COMPANY
(Rs. in lakhs)
Anondita Medicare Limited M/s Anondita Healthcare (Proprietorship)
For the period For the period For the period For the period
S.NO
ended 31 March, ended 31 March, ended 31 March, ended 31 March,
2025 2024 2024 2023
Share Capital 1,329.36 10.00 - -
Reserves and
1,505.40 (0.38) 1,039.25 654.78
Surplus
Net Worth 2,834.76 9.62 1,058.79 868.68
Total Income 6,087.90 - 4,655.53 3,613.97
PAT 1,079.98 (0.38) 384.47 34.69
PRODUCT WISE REVENUE
(Rs. in Lakhs)
FY 2024-25*** F.Y 2023-24 F.Y 2022-23
Segment Amount Revenue Amount Revenue Amount Revenue
(Rs.) % (Rs.) % (Rs.) %
Condoms 6040.01 99.81% 4,538.31 97.74% 3,121.25 86.91%
Face Mask* - 0.00% - 0.00% - 0.00%
Gloves* - 0.00% 84.67 1.82% 442.48 12.32%
Others** 11.51 0.19% 20.23 0.44% 27.76 0.77%
Total/Revenue from Operations 6051.52 100% 4,643.21 100% 3,591.50 100%
*Our Company has discontinued the trading of Face Masks and Gloves. However, these products were only sold
during the Covid-19 pandemic to support government efforts in stopping the spread of the virus.
**Others here include the sale of packing materials including excess/damaged cartons which are unfit for
packaging and scrap sales of latex drums, condom scraps (unusable condoms manufactured) and used printing
rolls.
***Till March 31st, 2025.
GEOGRAPHY WISE REVENUE DISTRIBUTION
(Rs. in Lakhs)
M/s Anondita Healthcare
Anondita Medicare Limited
(Proprietorship)
State For the period For the period For the period For the period
ended March 31, ended March 31, ended March 31, ended March 31,
2025 2024 2024 2023
Domestic Sales
Delhi 4,469.17 - 2,282.25 1,852.69
Haryana 77.89 - 278.13 239.03
Karnataka - - 99.98 -
Kolkata - - - 40.00
Maharashtra - - 209.58 -
Orrissa - - 36.59 -
Punjab - - 31.65 -
Uttar Pradesh 1,504.46 - 1,705.03 1,297.35
Total (Domestic) 6,051.52 - 4,643.21 3,429.07
Export*
- - - 162.42
Page 179 of 412Total (Domestic
6,051.52 - 4,643.21 3,591.49
+Export)
*We have in the past sold surgical gloves and masks, during the covid induced pandemic period and we exported
the same to other countries. However, presently we do not undertake the sale/export of face masks and gloves.
COMPETITION
We operate in a competitive atmosphere. Some of our competitors may have greater resources than those available
to us. While product quality, brand value, distribution network, etc. are key factors in client decisions among
competitors, however, price is the deciding factor in most cases. Our aim is to provide branded, standardized, and
uniform quality products at competitive prices to our consumers. Many of our competitors have substantially large
capital base and resources than we do and offer a broader range of products.
We believe that our cost effective and integrated offerings, our focus on reliability combined with our quality
consciousness, provide us with a competitive advantage in our business. Amongst listed Companies, we face
competition from the following companies in our industry:
OUR BUSINESS STRATEGIES
The company's forward-looking strategy focuses on three main areas:
1. Expanding Global Reach:
Anondita Healthcare has already established a history of exporting to Africa, which demonstrates its capability to
meet international standards. This experience serves as a foundation for the company's ambitions to expand its
global footprint further. The company is actively pursuing opportunities to increase its presence in international
markets, leveraging its existing export experience to drive growth beyond its current territories.
2. UN Qualification and Export Launch:
To enhance our global competitiveness and ensure the highest quality and compliance for international markets,
our company is currently undergoing the process of obtaining a UN license. This is a significant step for the
company, as UN qualification is a prestigious endorsement that can open doors to new markets and opportunities.
The company views this qualification as a crucial element in its expansion strategy.
With the UN qualification in progress, our company has set a clear timeline for its export ambitions. The company
is targeting to launch its export operations either by the end of the current financial year or within the first quarter
of the next financial year. This strategic move aligns with their goal of expanding their global reach and positions
them to tap into the international demand for high-quality condom products.
3. Introducing newer technology and automating manual processes
The strategic focus on introducing newer technology and automating manual processes involves transforming
production, quality control, and overall operational efficiency. By adopting advanced machinery and automation
systems, our company aims to enhance precision in manufacturing, resulting in consistent product quality and
reduced defects. Automation helps streamline labor-intensive tasks, minimizing human error and allowing staff to
focus on higher-level functions like quality assurance and product innovation. The integration of cutting-edge
technology not only enables faster production cycles to meet increasing demand but also optimizes resource
utilization, ultimately reducing costs and supporting sustainable practices.
4. Launching new product lines and unique products
Our company is amongst the few globally, to have acquired a patent for the manufacture of female condoms. As
such we are looking to launch contraceptives for female use in the future and enhance our product offerings. This
will allow us to tap into newer product segments and into the production of products for which there is ready
demand but no supply at that moment.
Page 180 of 412SWOT ANALYSIS
•We’re positioned as an experienced and •Our main weakness is the supply chain
significant condom manufacturer in India dependencyfortheprocurementoflatex
with own brand name and manufacturing raw material. This suggests that the
facility.There'sahighmarketdemandforour company may be vulnerable to supply
products due to increased awareness about chaindisruptionsorpricefluctuationsin
sexuallytransmitteddiseases(STDs). thiskeyinput.
•Ourcompanyiswell-recognizedin
North India and offers a diverse
range of products.
Weakness
Strength
Opportunities Threats
•The threat of climate change is rapidly
eveloving and there is need for cleaner •Theprimarythreatidentifiedisthe
options for manfacturing contraceptives. price fluctuation of latex raw
•Our company as one of the only few material.
manafacturers using environmently fuels,
brings numerous opportunities. Further, the
divestment of HLL Lifecare Limited ( a
leading contraceptives provider), could bring
new business and opportunities to our
company.
SALES & MARKETING
Standard Operating Procedure of Marketing and Sales Department for our products are as follow:
A. Domestic Sales
A1. Government Sales
The tender process is the formal procedure by which government organizations, like the Central Medical
Services Society (CMSS), invite suppliers or contractors to submit bids for the supply of goods, services, or
work contracts. Below is a detailed overview of the general tendering process followed by government
organizations.
Steps in the Tender Process
1. Publication of Tender Notice
• Medium: Tenders are published on the Central Public Procurement Portal (CPPP), Government e-
Marketplace (GeM), the CMSS official website, and in newspapers.
• Details Included:
o Description of the required goods/services.
o Quantity and quality specifications.
Page 181 of 412o Deadlines for submission.
o Eligibility criteria and financial requirements.
2. Pre-Bid Meeting (Optional)
• Purpose: To clarify doubts about the tender.
• Attendees: Prospective bidders, CMSS representatives.
• Outcome: Bidders gain a better understanding of the requirements and can adjust their proposals
accordingly.
3. Submission of Bids
• Bidders submit their proposals by the deadline specified in the tender notice.
Types of Bids:
o Technical Bid: Includes details about the company, certifications, product quality, and compliance
with eligibility criteria.
o Financial Bid: Contains pricing and commercial terms.
• Mode of Submission: Online submission via CPPP or GeM, or as specified in the tender.
4. Evaluation of Bids
• Technical Evaluation: The technical bid is assessed for compliance with tender requirements (e.g., product
specifications, certifications like CE, ISO).
• Financial Evaluation: Only bids that pass the technical evaluation move on to financial evaluation. The
lowest bid (L1) that meets all requirements is usually preferred.
5. Award of Contract
• CMSS awards the contract to the successful bidder based on the evaluation results.
Key Criteria for Award:
o Lowest price (L1) meeting technical specifications.
o Ability to deliver within the timeline.
6. Agreement Signing
A formal agreement is signed between CMSS and the successful bidder, detailing:
o Scope of work.
o Delivery timelines.
o Penalty clauses for delays or quality issues.
7. Performance Guarantee
• The winning bidder submits a performance guarantee (typically a percentage of the contract value) to ensure
compliance with the terms.
8. Supply and Inspection
• The supplier delivers the goods/services as per the contract.
• CMSS inspects the quality and quantity of supplies before acceptance.
9. Payment
• Payment is made according to the terms specified in the contract, often upon successful delivery and
inspection.
A2. Trade Business Partners (Super Stockists/Distributors)
i. Appointment:
The appointment of Business Partners in trade sales is based on recommendations from the MKT & CS
Manager and approval of the MD. Records of these appointments are maintained. It's important to note
that these appointments can be terminated upon the approval of the MD.
ii. Performance Review:
Page 182 of 412The performance of Business Partners, especially those of Wholesalers/Distributors/Dealers, is reviewed
once yearly and recorded. Corrective actions, if any, are recommended by the Trade Sale I/C. Based on
this review, non-performing Business Partners may be advised for improvement or have their partnership
terminated upon approval from the MD.
B. International Sales
a) Receipt & Scrutiny of Enquiry:
Enquiries may be received in written or verbal form from various sources. These are usually either from
Institutional buyers, such as the Ministries of Health of countries or Global NGOs, in the form of tenders,
or from Private buyers (Individuals/companies). Upon receipt of the Tender/enquiry from International
Buyers, a documentation checklist is created to list the required documents. For enquiries from Private
buyers, the requirement is compared to the existing BRAND MASTER, which lists the standard attributes
and packing details of each of the existing brands for a suitable match.
b) Proposal Submission & Negotiations:
Following the scrutiny of enquiries, proposals are submitted for the client's consideration. Negotiations,
either verbal or written, are conducted as needed. Upon mutual acceptance of terms and price, the contract
or order is issued by the Buyer, and a record of the same is maintained.
c) Contract Review:
Upon receipt, contracts are assessed by the MKT & CS Manager for comprehensiveness and viability with
respect to the Company's available or accessible infrastructure to ensure execution. Upon satisfactory
acceptance and approval from the MD, a Work Order is issued to the production department. The attributes
of the product, particularly from Private Buyers, are checked against the BRAND MASTER, and any
deviations are highlighted in the Work Order.
d) Contract Amendments:
In case a buyer issues an amendment to the order at a subsequent date after the issuance of the contract, it
is scrutinized for viability of execution with the concerned department. A suitable amendment to the work
order is then issued by the Manager-MKT & CS and recorded.
e) Design & Development of New Artwork:
For new customer brands, the MKT & CS Manager is responsible for originating the new artwork as per
applicable national/international glove regulatory standards for packing and packaging materials. The
process involves obtaining samples or artwork from the customer, developing proofs, getting customer
approval, and finally providing the approved artwork to the QA I/C for inspection.
INSURANCE
We have obtained insurance coverage in respect of certain risks. While we believe that we maintain insurance
coverage in adequate amounts consistent with size of our business, our insurance policies do not cover all
risks, specifically risks like product defect/liability risk, loss of profits, losses due to terrorism, etc.
As on date, our Company has taken following insurance policies against any damage or loss:
Sum Premium
Insurance Period of
S.No. Policy Number Details Assured (In Paid (In
Company Insurance
Rs.) Rs.)
United India 08/06/2025 - Burglary
1. 20,00,00,000 13,444
Insurance 1403061225P104498041 07/06/2026 Insurance
Page 183 of 412Public
United India 14/08/2025 - Carrier/Truck
2. 1413003125P107829762 NA 17,975
Insurance 13/08/2026 (Third Party
Insurance)
Stock and
United India 08/06/2025- Plant and
3. 1403061125P104498315 20,00,00,000 4,17,720
Insurance 07/06/2026 Machinery
Insurance
Marine Cargo
- Centrifugal
TATA AIG 28/06/2025 – Latex (Raw
4. 10,00,00,000 47,201
Insurance 6520008020 27/06/2026 Rubber Latex
60%) In
Drums
Marine Cargo
TATA AIG 29-03-2025-
5 6520006654 Insurance 20,00,00,000 94,400
Insurance 28-03-2026
Policy
INTELLECTUAL PROPERTY
Trademark: Set forth below are the trademarks used by our Company under the Trademarks Act, 1999. The
following trademarks are registered under the name of our promoter, Mr. Anupam Ghosh, although the same
are being used by our company under a Trademark Assignment Deed/Right to Use entered between our
promoter, Mr. Anupam Ghosh and our company, Anondita Medicare Limited dated April 01, 2024.
Application Date of
S.No. Logo/ Wordmark Class Owner Status
No. Registration
Anupam 17/06/2014 Active
1.. 10 1607670
Ghosh
Anupam 24/05/2005 Active
2. 10 1151718
Ghosh
Anupam 13/12/2018 Active
3. 10 3806453
Ghosh
Anupam 24/10/2017 Active
4. 10 3529920
Ghosh
Marks applied for, however, not yet registered.
Temporary
Date of
Reference Status
S.No. Wordmark Class Applicant Application
No./Applicati
on No.
Anondita Formalities
11496452/67 15/11/2024
1 ANONDITA MEDICARE 10 Medicare Check Pass
11184
Limited
Formalities
Anupam 25/08/2024
2 MIDNIGHT 10 6591282 Check Pass
Ghosh
Page 184 of 412LAND & PROPERTIES
Rent per
Period of Date of
S. No. Details of the Property Leased/Owned Month Use
Lease Agreement
(in Rs)
Flat no.704 Narmada Blk, N6,
01.04.24 to
Sec-D, Pkt-6 Vasant Kunj, Rs. 10,000 Registered
1. Leased 29.02.25 (11 25.07.2024
New Delhi, Delhi, India, per month Office
months)
110070
3,00,000/
- for first
3 years, Corporate
01.04.24 to
D-001 Sector 80 G.B Nagar, then Office and
2. Leased 31.03.29 (5 18.07.2024
Noida, Uttar Pradesh 201305 3,30,000 Manufacturin
years)
for g Facility
remainin
g 2 years
UTILITIES AND INFRASTRUCTURE FACILITIES
Power
Our Company registered office requires power for the normal purposes such as for lighting, computer systems
etc. Further, adequate power is available at our plant situated at Sector-80, Noida which is met through the
electric supply by the Uttar Pradesh State Electricity Board. Also, we have DG set facility at all of our plant
and offices.
Water
We receive our water supply from Noida Jal Board, which is responsible for providing our water connections
and ensuring the delivery of water to our facility.
Effluent Treatment
Our Company does not generate any industrial effluents which are hazardous to the environment.
DOMAIN
The Details of Domain Name registered on the name of the Company are: -
Sr. Sponsoring Registrar Creation Current
Domain Name and ID Expiry Date
No & ID date Status
1 anonditahealthcare.net.in npt.swati@gmail.com 2019 2028 Active
2 anonditahealthcare.org.inn npt.swati@gmail.com 2019 2028 Active
3 anonditahealthcare.org.in npt.swati@gmail.com 2019 2028 Active
4 anonditahealthcare.net.in npt.swati@gmail.com 2019 2028 Active
5 anonditahealthcare.co.in npt.swati@gmail.com 2019 2028 Active
6 anonditahealthcare.in npt.swati@gmail.com 2019 2028 Active
7 cobrastore.in npt.swati@gmail.com 2019 2028 Active
8 cobraonline.co.in npt.swati@gmail.com 2019 2028 Active
9 cobraonline.in npt.swati@gmail.com 2019 2028 Active
10 cobrastore.co.in npt.swati@gmail.com 2019 2028 Active
11 buycobra.co.in npt.swati@gmail.com 2019 2028 Active
Page 185 of 41212 cobrashop.co.in npt.swati@gmail.com 2019 2028 Active
13 cobrashop.in npt.swati@gmail.com 2019 2028 Active
14 buycobra.in npt.swati@gmail.com 2019 2028 Active
15 anondita.healthcare npt.swati@gmail.com 2019 2028 Active
16 anonditamedicare.in npt.swati@gmail.com 2024 2033 Active
17 anonditamedicare.co.in npt.swati@gmail.com 2024 2033 Active
18 anonditamedicare.com npt.swati@gmail.com 2024 2033 Active
19 anonditamedicare.co npt.swati@gmail.com 2024 2033 Active
20 anonditamedicare.org npt.swati@gmail.com 2024 2033 Active
21 anonditamedicare.net npt.swati@gmail.com 2024 2033 Active
22 anonditamedicare.info npt.swati@gmail.com 2024 2033 Active
23 anonditamedicare.xyz npt.swati@gmail.com 2024 2033 Active
24 anonditamedicare.store npt.swati@gmail.com 2024 2033 Active
25 condommanufacture.com npt.swati@gmail.com 2019 2028 Active
26 condommanufactureindia.com npt.swati@gmail.com 2019 2028 Active
27 healthrubbercareindia.com npt.swati@gmail.com 2025 2028 Active
28 anonditarubberproduct.com npt.swati@gmail.com 2025 2028 Active
healthcarerubberproducts.com npt.swati@gmail.com 2025 2028 Active
(This space is left blank intentionally.)
Page 186 of 412KEY INDUSTRY REGULATIONS AND POLICIES
The business of our Company requires, at various stages, the sanction of the concerned authorities under the
relevant Central, State legislation and local laws. The following description is an overview of certain laws and
regulations in India, which are relevant to our Company. Certain information detailed in this chapter has been
obtained from publications available in the public domain. The regulations set out below are not exhaustive and
are only intended to provide general information to Applicants and is neither designed nor intended to be a
substitute for professional legal advice.
The statements below are based on current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions.
A. CORE BUSINESS LAWS THAT APPLY TO OUR BUSINESS/COMPANY
1. THE MEDICAL DEVICES RULES, 2017 (“MDR, 2017”) - The Medical Devices Rules (MDR), 2017,
amended in 2020, under the Drugs & Cosmetics Act, 1940, regulate the clinical investigation, manufacture,
import, sale, and distribution of medical devices in India. These rules were notified by the Ministry of Health
& Family Welfare (MoHFW). India has adopted global standards prescribed by international forums such as
WHO, IMDRF, and MDSAP, covering risk classification, nomenclature, quality management systems
(QMS), and post-market surveillance as part of MDR 2017.
2. DRUGS AND COSMETICS ACT, 1940 AND THE DRUGS AND COSMETICS RULES, 1945 - The
Drugs and Cosmetics Act, 1940 (the “Drugs Act”) regulates the import, manufacture, distribution, and sale
of drugs and prohibits the import, manufacture and sale of certain drugs and cosmetics which are, inter alia,
misbranded, adulterated or spurious. The Drugs Act and the Drugs and Cosmetics Rules, 1945 (the “Drugs
Rules”) specify the conditions for grant of a license for the manufacture, sale, import or distribution of any
drug or cosmetic. It further mandates that every person holding a license maintains such records that may be
open to inspection by relevant authorities. Any violations of the provisions of the Drugs Act, including those
pertaining to the manufacturing and import of spurious drugs, non-disclosure of specified information and a
failure to keep the required documents are/ punishable with a fine, or imprisonment or both.
The Drugs Rules lay down the functions of the central drugs laboratory established under Section 6 of the
Drugs Act. Under the Drugs Rules, an import license is required for importing drugs. The form and manner
of application for import license has also been provided under the Drug Rules.
3. NATIONAL MEDICAL DEVICES POLICY, 2023 (THE “POLICY”) - National Medical Devices
Policy, 2023 (the “Policy”) The medical devices sector is a critical component of India's healthcare system.
Alongside healthcare providers, pharmaceuticals, and the health insurance industry, it plays a key role in
achieving the objectives of the National Health Policy (NHP), 2017. This multi-disciplinary sector includes
five broad categories: (a) electronic equipment; (b) implants; (c) consumables and disposables; (d) surgical
instruments; and (e) in-vitro diagnostic reagents. Additionally, the CDSCO classifies medical devices across
24 categories plus one in-vitro diagnostics (IVD) sub-category.
The Policy aims to strengthen the medical devices industry, transforming it into a competitive, self-reliant,
resilient, and innovative sector that serves not only India but the world. It envisions placing the Indian medical
devices sector on a path of accelerated growth, adopting a patient-centric approach to meet evolving healthcare
needs. This will be achieved by building a globally competitive and innovative industry, supported by world-
class infrastructure aligned with PM Gati Shakti, an enabling ecosystem, a streamlined regulatory framework,
and skilled manpower.
Page 187 of 4124. DRUGS, MEDICAL DEVICES AND COSMETICS BILL, 2022 (THE “DRUGS BILL, 2022”) - In July
2022, the Ministry of Health and Family Welfare, Government of India, released a draft of the Drugs, Medical
Devices and Cosmetics Bill, 2022 (the “Drugs Bill, 2022”). The Drugs Bill, 2022 is proposed to amend and
consolidate the laws relating to, inter alia, import, manufacture, distribution and sale of drugs and medical
devices and cosmetics as well as the law relating clinical trials of new drugs and clinical investigation of
investigational medical devices. It lays down the standards of the quality of imported drugs and cosmetics and
circumstances under which these would be deemed to be adulterated, spurious and misbranded. Under the
Drugs Bill, 2022, the Central Government has the power to prohibit or restrict or regulate the import of drugs
and cosmetics in public interest including to meet the requirements of an emergency arising due to epidemic
or natural calamities. Further, it lays down the standards of quality for manufacture, sale and distribution of
drugs and cosmetics and clinical trial of drugs. The Drugs Bill, 2022 also proposes establishment of several
boards and committees to assist and advise the Central and State Governments in the administration and
regulation of drugs, cosmetics and medical devices.
5. DRUGS (CONTROL) ACT, 1950 - The Drugs (Control) Act, 1950 (“Drugs Control Act”) provides for
control of sale, supply, and distribution of drugs. Under the Drugs Act, any drug may be declared by the
Central Government by notification to be a drug within its purview. The authorities may also prohibit the
disposal or direct the sale of any specified drug.
6. DRUGS (PRICES CONTROL) ORDER, 2013 - The Drugs (Prices Control) Order, 2013 (“DPCO”) has
been notified under the Essential Commodities Act, 1955. The first schedule to the DPCO consists of a list of
essential medicines or formulations. In relation to these scheduled formulations, the DPCO inter alia
prescribes the method for calculating the ceiling price and provides that the Government shall fix and notify
the ceiling prices. The DPCO also prescribes the method for calculating the retail price of a new drug in the
domestic market for existing manufacturers of scheduled formulations. Further, under the DPCO, the
Government has been assigned the task to monitor the production and availability of scheduled formulations
and the active pharmaceutical ingredients contained in the scheduled formulation.
7. NATIONAL PHARMACEUTICALS PRICING POLICY, 2012 - The National Pharmaceuticals Pricing
Policy, 2012 (“2012 Policy”) intends to provide the principles for pricing of essential drugs specified in the
National List of Essential Medicines – 2011 (“NLEM”) declared by the Ministry of Health and Family
Welfare, Government of India and modified from time to time, in order to ensure the availability of such
medicines at reasonable price, while providing sufficient opportunity for innovation and competition to
support the growth of the industry. The prices are regulated based on the essential nature of the drugs. Further,
the 2012 Policy regulates the price of formulations only, through market-based pricing which is different from
the earlier principle of cost-based pricing. Accordingly, the formulations will be priced by fixing a ceiling
price and the manufacturers of such drugs will be free to fix any price equal to or below the ceiling price.
8. THE ESSENTIAL COMMODITIES ACT, 1955 - The Essential Commodities Act, 1955 (“ECA”)
empowers the Central Government, to control the production, supply and distribution of trade and commerce
in certain essential commodities for maintaining or increasing supplies or for securing their equitable
distribution and availability at fair prices or for securing any essential commodity for the defence of India or
the efficient conduct of military operations. Under the ECA, an essential commodity means a commodity
specified in the Schedule to the ECA, which is updated and notified from time to time. Using the powers
under it, the Central Government has issued control orders for inter alia controlling the price of, regulating by
licenses, permits or otherwise the production or manufacture of any essential commodity. Violations under
the ECA are punishable by either imprisonment or monetary fines or both.
Page 188 of 4129. UNIFORM CODE FOR PHARMACEUTICAL MARKETING PRACTICES, 2024 - The Uniform Code
for Pharmaceutical Marketing Practices, 2024 (“UPCMP Code”) is a mandatory code issued by the
Department of Pharmaceuticals, Government of India, relating to promotion and marketing practices for
Indian pharmaceutical companies and the medical devices industry. The UCPMP Code is applicable to
pharmaceutical companies, medical representatives, agents of pharmaceutical companies such as distributors,
wholesalers, retailers, and pharmaceutical manufacturer’s associations. The UCPMP Code mandates that the
promotion of a drug must be consistent with the terms of its marketing approval and prohibits offering or
providing any gifts, pecuniary advantages, or benefits in kind to healthcare professionals or their family
members (both immediate and extended) by pharmaceutical companies or their agents and violations of the
UCPMP Code can lead to imposition of monetary fines.
10. LEGAL METROLOGY ACT, 2009 - The Legal Metrology Act, 2009, as amended (the “Metrology Act”),
was enacted with the objective to establish and enforce standards of weights and measures, regulate trade and
commerce in weights, measures and other goods which are sold or distributed by weight, measure or number
and for matters connected therewith or incidental thereto. The Metrology Act states that any
transaction/contract relating to goods/class of goods or undertakings shall be as per the
weight/measurement/numbers prescribed by the Metrology Act. The specifications with respect to the exact
denomination of the weight of goods to be considered in transactions are contained in rules by each state.
11. LEGAL METROLOGY (PACKAGED COMMODITIES) AMENDMENT RULES, 2017 - The Legal
Metrology (Packaged Commodities) Amendment Rules, 2017 (“Packaged Commodity Rules”) have
amended the Legal metrology (Packaged Commodities) Rules, 2011, and lay down specific provisions
applicable to packages intended for retail sale, whole-sale and for export and import. Pursuant to the Packaged
Commodity Rules, any pre-packaged commodity sold for use and consumption by the citizens must properly
mention several details such as, the description and quantity of ingredients, date of manufacturing, date of
expiry (for items prone to expiration), weight, statutory warnings, manufacturer address, contact and some
other info like consumer care details, country of origin, etc.
B. CORPORATE LAWS
1. THE COMPANIES ACT, 2013 - The Companies Act primarily regulates the formation, financing,
functioning and restructuring of companies. The Act provides regulatory and compliance mechanism
regarding all relevant aspects including organizational, financial and managerial aspects of companies. The
provisions of the Act state the eligibility, procedure and execution for various functions of the Issuer Co., the
relation and action of the management and that of the shareholders. The law lays down transparency, corporate
governance and protection of shareholders & creditors. The Companies Act plays the balancing role between
these two competing factors, namely, management autonomy and investor protection.
2. INSOLVENCY AND BANKRUPTCY CODE, 2016 - The Insolvency and Bankruptcy Code, 2016 (the
“Code”) cover Insolvency of individuals, unlimited liability partnerships, Limited Liability partnerships
(LLPs) and companies. The IBC 2016 has laid down a collective mechanism for resolution of insolvencies in
the country by maintaining a delicate balance for all stakeholders to preserve the economic value of the
process in a time bound manner.
3. SEBI REGULATIONS - Securities And Exchange Board of India (“SEBI”) is the regulatory body for
securities market transactions including regulation of listing and delisting of securities. It forms various rules
and regulations for the regulation of listed entities, transactions of securities, exchange platforms, securities
market and intermediaries thereto. Apart from other rules and regulations, listed entities are mainly regulated
Page 189 of 412by the SEBI Act, 1992, Securities Contract Regulation Act, 1956, Securities Contracts (Regulation)
Rules,1957, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015.
C. INTELLECTUAL PROPERTY LAWS
1. THE TRADEMARKS ACT, 1999 - The Trade Marks Act governs the application and registration of
trademarks in India. Its purpose is to protect trademarks for goods and services and prevent the use of
fraudulent marks. Any person or group of persons claiming to be the proprietor of a trademark, either
individually or jointly, may apply for registration with the Trade Marks Registry. Applications can be based
on either the actual use of a trademark or the intention to use it in the future.
The Act prohibits the registration of trademarks that are identical or similar to existing trademarks, or that use
commonly known names of chemical compounds, among other restrictions. It also establishes penalties for
falsifying and falsely applying trademarks, especially when such actions cause public confusion. Civil
remedies, such as injunctions, damages, accounts of profits, or the destruction/erasure of infringing labels and
marks, are provided for trademark infringement or passing off.
2. PATENTS ACT, 1970 ("PATENTS ACT") - The Patents Act recognizes both product and process patents
and outlines the eligibility criteria for obtaining patents. To qualify for patent protection, an invention must
meet the requirements of novelty, utility, and non-obviousness. The term of a patent is twenty years from the
date of filing the application.
3. COPYRIGHT ACT, 1957 ("COPYRIGHT ACT") - The Copyright Act, along with the Copyright Rules,
2013, governs copyright protection in India. The Register of Copyrights serves as prima facie evidence of the
particulars entered and helps expedite infringement proceedings by reducing evidentiary delays. Penalties for
copyright violations include fines, imprisonment, or both, with enhanced penalties for repeat offenses.
4. DESIGNS ACT, 2000 ("DESIGNS ACT") AND DESIGNS RULES, 2001 ("DESIGNS RULES") - The
Designs Act regulates and protects the originality of an article's design, prohibiting the piracy of registered
designs. The Designs Rules, drafted by the Central Government under the authority of the Designs Act, specify
practical aspects related to design protection, such as fee payments, design registration, classification of goods,
and the restoration of designs.
D. TAXATION LAWS
1. THE INCOME TAX ACT, 1961 - Income Tax Act, 1961 is applicable to every domestic / foreign Company
whose income is taxable under the provisions of this Act or Rules made under it depending upon its
“Residential Status” and “Type of Income” involved. U/s 139(1) of the Income Tax Act, 1961, every company
is required to file its income tax return for every Previous Year by 31st October of the Assessment Year.
Other compliances like those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax
and like are also required to be complied by every Company.
2. THE GOODS AND SERVICES TAX (“GST”) - The Central Goods and Services Tax Act, 2017 (“CGST
Act”) is an Act to make a provision for levy and collection of tax on intra-State supply of goods or services
or both by the Central Government and for matters connected therewith or incidental thereto. In line with the
CGST Act, each state Government has enacted State Goods and Service Tax Act for respective states. Goods
and Services Tax (“GST”) is a comprehensive indirect tax on manufacture, sale and consumption of goods
and services throughout India to replace taxes levied by the central and state governments on goods as
Page 190 of 412services. This method allows GST-registered businesses to claim tax credit to the value of GST they paid on
purchase of goods or services or both as part of their normal commercial activity. The mechanism provides
for two level taxation of interstate and intra state transactions. When the supply of goods or services happens
within a state i.e. intra-state transactions, then both the CGST i.e. Central Goods and Services Tax and SGST
i.e. State Goods and Services Tax will be collected. Whereas if the supply of goods or services happens
between the states i.e. inter- state transactions and IGST i.e. Integrated Goods and Services Tax will be
collected. Exports are considered as zero-rated supply and imports are levied the same taxes as domestic
goods and services adhering to the destination-based taxation principle in addition to the Customs Duty which
has not been subsumed in the GST.
3. THE CUSTOMS ACT, 1962 - The provisions of the Customs Act, 1962 and rules made there under are
applicable at the time of import of goods i.e. bringing into India from a place outside India or at the time of
export of goods i.e. taken out of India to a place outside India. Any company requiring importing or export
any goods is first required to get it registered and obtain an IEC (Importer Exporter Code). Imported goods
in India attract basic customs duty, additional customs duty and education cess. The rates of basic customs
duty are specified under the Customs Tariff Act 1975. Customs duty is calculated on the transaction value of
the goods. Customs duties are administrated by Central Board of Excise and Customs under the Ministry of
Finance.
E. LABOUR AND EMPLOYMENT LAWS
1. THE FACTORIES ACT, 1948 - The Factories Act, 1948 (“The Factories Act”) defines a “factory” to cover
any premises which employs 10 or more workers and in which manufacturing process is carried on with the aid
of power and any premises where there are at least 20 workers, where a manufacturing process is being carried
on without the aid of power. State Governments have the authority to formulate rules in respect of matters such
as prior submission of plans and their approval for the establishment of factories and registration and licensing
of factories. The Factories Act provides that the person who has ultimate control over the affairs of the factory
and in the case of a company, any one of the directors, must ensure the health, safety and welfare of all workers.
It provides such safeguards of workers in the factories as well as offers protection to the exploited workers and
improve their working conditions. The penalties for contravention of the Factories Act include fine and
imprisonment for the ‘occupier’ or ‘manager’ as defined under the Factories Act, and enhanced penalties for
repeat offences and contravention of certain provisions relating to use of the hazardous materials.
2. CHILD LABOUR (PROHIBITION AND REGULATION) ACT, 1986 - The Child Labour (Prohibition and
Regulation Act, 1986 (“The Child Labour Act”) prohibits employment of children below 14 years of age in
certain occupations and processes and provides for regulation of employment of children in all other
occupations and processes. Under the Child Labour Act, the employment of child labour in the building and
construction industry is prohibited.
3. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 - The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“SHWW Act”) provides for the protection of women at work place and prevention
of sexual harassment at work place. The SHWW Act also provides for a redressal mechanism to manage
complaints in this regard. Sexual harassment includes one or more of the following acts or behaviour namely,
physical contact and advances or a demand or request for sexual favours or making sexually coloured remarks,
showing pornography or any other unwelcome physical, verbal or non-verbal conduct of sexual nature. The
SHWW Act makes it mandatory for every employer of a workplace to constitute an Internal Complaints
Committee which shall always be presided upon by a woman. It also provides for the manner and time period
within which a complaint shall be made to the Internal Complaints Committee i.e. a written complaint is to be
Page 191 of 412made within a period of 3 (three) months from the date of the last incident. If the establishment has less than 10
(ten) employees, then the complaints from employees of such establishments as also complaints made against
the employer himself shall be received by the Local Complaints Committee. The penalty for non-compliance
with any provision of the SHWW Act shall be punishable with a fine extending to Rs. 50,000/- (Rupees Fifty
Thousand Only).
4. THE EMPLOYEES PROVIDENT FUND AND MISCELLANEOUS PROVISIONS ACT, 1952 AND
THE SCHEMES FORMULATED THERE UNDER (“SCHEMES”) - The Employees Provident Fund and
Miscellaneous Provisions Act, 1952 (“EFP Act”) was introduced with the object to institute compulsory
provident fund for the benefit of employees in factories and other establishments. The EPF Act provides for the
institution of provident funds and pension funds for employees in establishments where more than 20 (twenty)
persons are employed and factories specified in Schedule I of the EPF Act. Under the EPF Act, the Central
Government has framed the "Employees Provident Fund Scheme", "Employees Deposit-linked Insurance
Scheme" and the "Employees Family Pension Scheme". Liability is imposed on the employer and the employee
to contribute to the funds mentioned above, in the manner specified in the statute. There is also a requirement
to maintain prescribed records and registers and filing of forms with the concerned authorities. The EPF Act
also prescribes penalties for avoiding payments required to be made under the abovementioned schemes.
5. THE EMPLOYEES STATE INSURANCE ACT, 1948 - All the establishments to which the Employees
State Insurance Act, (“ESI Act”) applies are required to be registered under the Act with the Employees State
Insurance Corporation. The ESI Act applies to those establishments where 20 or more persons are employed.
The Act requires all the employees of the factories and establishments to which the Act applies to be insured in
the manner provided under the Act. Further, employer and employees both are required to make contribution to
the fund. The return of the contribution made is required to be filed with the ESI department. The Employees'
State Insurance Rules, 1950 ensure implementation of the provisions of the Employees' State Insurance Act,
1948.
6. PAYMENT OF GRATUITY ACT, 1972 - The Payment of Gratuity Act is applicable to every factory, mine,
oilfield, plantation, port, railway companies and to every shop and establishment in which 10 or more persons
are employed or were employed at any time during the preceding twelve months. This Act applies to all
employees irrespective of their salary. The Payment of Gratuity Act, as amended, provides for a scheme for
payment of gratuity to an employee on the termination of his employment after he has rendered continuous
service for not less than 5 years:
➢ On his/her superannuation;
➢ On his/her retirement or resignation; and,
➢ On his/her death or disablement due to accident or disease (in this case the minimum requirement of five
years does not apply)
A shop or establishment to which this Act has become applicable shall be continued to be governed by this
act irrespective of the number of persons falling below ten at any day.
7. PAYMENT OF BONUS ACT, 1965 - The Payment of Bonus Act, 1965 is applicable to every factory and
every other establishment employing twenty (20) or more persons. Every employee shall be entitled to be paid
by his employer in an accounting year, bonus, in accordance with the provisions of this Act, provided he has
worked in the establishment for not less than thirty working days in that year.
8. THE MATERNITY BENEFIT ACT, 1961 - The purpose of the Maternity Benefit Act, 1961 is to regulate
the employment of pregnant women in certain establishments for certain periods and to ensure that they get
paid leave for a specified period before and after childbirth, or miscarriage or medical termination of pregnancy.
Page 192 of 412It provides, inter alia, for payment of maternity benefits, medical bonus and prohibits the dismissal of and
reduction of wages paid to pregnant women, etc. Government, further amended the Act which is known as The
Maternity Benefit (Amendment) Act, 2016, effective from March 28, 2017 introducing more benefits for
pregnant women in certain establishments.
9. THE EQUAL REMUNERATION ACT, 1976 – The Equal Remuneration Act, 1976 was enacted with the
aim of state to provide Equal Pay and Equal Work as envisaged under Article 39 of the Constitution. The Act
provides for payment of equal remuneration to men and women workers and for prevention of discrimination,
on the ground of sex, against female employees in the matters of employment and for matters connected
therewith.
10. EMPLOYEES’ COMPENSATION ACT, 1923, AS AMENDED - The Employee’s Compensation Act, 1923
(“EC Act”) came into force on July 1, 1924. The EC Act has been enacted with the objective to provide for the
payment of compensation by certain classes of employers to their workmen or their survivors for industrial
accidents and occupational diseases resulting in the death or disablement of such workmen. The Indian
Parliament approved certain amendments to the EC Act, as amended, to substitute, inter-alia, references to
“workmen” with “employees” including in the name of the statute. The amendment came into force on January
18, 2010. Under the EC Act, if personal injury is caused to an employee by accident arising out of and in the
course of employment, the employer would be liable to pay such employee compensation in accordance with
the provisions of the EC Act. However, no compensation is required to be paid (i) if the injury does not disable
the employee for a period exceeding three days, (ii) where the employee, at the time of injury, was under the
influence of drugs or alcohol, or (iii) where the employee wilfully disobeyed safety rules or wilfully removed
or disregarded safety devices.
11. CONTRACT LABOUR (REGULATION AND ABOLITION) ACT, 1970 – The Contract Labour
(Regulation and Abolition) Act, 1970 (“CLRA”) has been enacted to regulate the employment of contract
labour in certain establishments, the regulation of their conditions and terms of service and to provide for its
abolition in certain circumstances. The CLRA applies to every establishment in which 20 or more workmen are
employed or were employed on any day of the preceding 12 months as contract labour. The CLRA vests the
responsibility on the principal employer of an establishment to which the Act applies to make an application to
the registered officer in the prescribed manner for registration of the establishment. In the absence of
registration, a contract labour cannot be employed in the establishment. Likewise, every contractor to whom
the CLRA applies is required to obtain a license and not to undertake or execute any work through contract
labour except under and in accordance with the license issued.
The other labour laws applicable to the Issuer Co. are:
➢ Minimum Wages Act, 1948;
➢ Payment Of Wages Act, 1936;
➢ Apprentices Act, 1961
It may also be noted that the Government of India has consolidated 29 central Labour laws into four Codes
namely Code of Wages 2019, The Code on Social Security, 2020, The Industrial Relations Code, 2020 and
Occupational Safety, Health and Working Conditions Code, 2020. All these codes have received the assent of
President of India but none of them has been made effective till date. Brief descriptions of each of the codes
are given below:
(1) CODE OF WAGES, 2019 - This Code aims to consolidate the laws relating to wages, bonus and matters
connected therewith or incidental thereto. It received the assent of President of India on August 08, 2019. The
Code contains procedure for fixing minimum wage, limit for fines and deductions in wages, minimum and
Page 193 of 412maximum bonus, calculation of allocable and available surplus, as well as gender neutral consideration in
fixing wages. The Code has given the power to Central Government to fix a “floor wage” and the State
governments cannot fix any minimum wage less than the “floor wage”. It amalgamates and subsumes four
imperative labour laws - the Payment of Wages Act, 1936; the Minimum Wages Act, 1948; the Payment of
Bonus Act, 1965 and the Equal Remuneration Act, 1976. The date of implementation of the Code is yet to be
notified.
(2) THE CODE ON SOCIAL SECURITY, 2020 - This Code received the assent of President of India on
September 28, 2020 though the implementation of the same is yet to be notified. The Code aims to provide
better social security benefits such as provident fund, insurance and gratuity to workers. It extends the reach
of the Employees' State Insurance Corporation and the Employees' Provident Fund Organization (which
regulate benefits such as provident fund, insurance, pension, etc.) to the workers in the unorganized sector
and the platform and gig workers. The Code further stipulates gratuity benefit for fixed term employees
without any condition for minimum service period as envisaged under the current regime. The Code subsumes
nine (9) labour laws relating to social security, namely, the Employees' Compensation Act, 1923, the
Employees' State Insurance Act, 1948, the Employees' Provident Funds and Miscellaneous Provisions Act,
1952, the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit
Act, 1961, the Payment of Gratuity Act, 1972, the Cine Workers Welfare Fund Act, 1981, the Building and
Other Construction Workers' Welfare Cess Act, 1996 and the Unorganized Workers Social Security Act,
2008.
(3) THE INDUSTRIAL RELATIONS CODE, 2020 - This Code received the assent of President of India on
September 29, 2020 though the implementation of the same is yet to be notified. The Code aims to streamline
the laws regulating industrial disputes and trade unions in India. For the benefit of the employers, the Code
has introduced various aspects such as increasing the threshold of workers to three hundred (300) for obtaining
the consent of the concerned government in case of lay off, retrenchment or closure of the establishment,
notice of change not required to be given subject to the conditions stipulated in the Code, increasing the wage
threshold to INR 18,000 (Indian Rupees Eighteen Thousand) for exclusion from the definition of worker, etc.
The Industrial Relations Code also introduces the concept of deemed certification of standing orders. The
Code subsumes three labour laws relating to industrial relations, namely, the Trade Unions Act, 1926, the
Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947.
(4) OCCUPATIONAL SAFETY, HEALTH AND WORKING CONDITIONS CODE, 2020 - The
Occupational Safety, Health and Working Conditions Code, 2020 (“OSH Code”) is one of three new labour
codes that will consolidate the bulk of labour legislation in India and streamline labour compliance besides
expanding the social security net for workers. The OSH Code received the assent of President of India on
September 28, 2020 though the implementation of the same is yet to be notified. Rules to implement the Code
are expected to be finalized in the next few weeks. New establishments covered by the OSH Code must
register themselves (within 60 days of commencement of the Code) with registering officers appointed by the
appropriate government. Establishments already registered under any other federal law will not be required
to register again.
Every employer is directed to undertake the following obligations:
• Ensure that the workplace is free from hazards which could can cause injury or occupational disease to the
employees and comply with the OSH Code and the Government’s directions on the same;
• Provide free annual health examination or testing, free of cost, to certain classes of employees;
• Provide and maintain, as reasonably practical, a working environment that is safe and without risk to the
health of the employees;
• Issue letters of appointments to employees; and
Page 194 of 412• Ensure that no charge is levied on any employee for maintenance of safety and health at workplace, including
the conduct of medical examination and investigation for the purpose of detecting occupational diseases.
Further, the Code directs employers with respect to factories, mines, dock work, building and other
construction work, or plantations to ensure: (i) safety arrangements in the workplace and absence of risk to
health in connection with the use, storage, and transport of articles and substances; (ii) provision of such
information, instruction, training, and supervision as are necessary to ensure the health and safety of all
employees at work, etc. This Code shall subsume more than 10 labour laws including Factories Act 1948,
Contract Labour (Regulation and Abolition) Act 1970 and Mines Act 1952.
F. ENVIRONMENTAL LAWS
(1) NATIONAL ENVIRONMENTAL POLICY, 2006 - The Policy seeks to extend the coverage, and fill in
gaps that still exist, in light of present knowledge and accumulated experience. This policy was prepared
through an intensive process of consultation within the Government and inputs from experts. It does not
displace but builds on the earlier policies. In consonance with India’s national commitment to a clean
environment, mandated in the Constitution in Articles 48 A and 51 A (g), strengthened by judicial
interpretation of Article 21.
The dominant theme of this policy is that while conservation of environmental resources is necessary to
secure livelihoods and well-being of all, the most secure basis for conservation is to ensure that people
dependent on particular resources obtain better livelihoods from the fact of conservation, than from
degradation of the resource. Following are the objectives of National Environmental Policy:
(i) Conservation of Critical Environmental Resources;
(ii) Intra-generational Equity;
(iii) Livelihood Security for the Poor;
(iv) Inter-generational Equity;
(v) Integration of Environmental Concerns in Economic and Social Development;
(vi) Efficiency in Environmental Resource Use;
(vii) Environmental Governance;
(viii) Enhancement of resources for Environmental Conservation.
(2) ENVIRONMENT PROTECTION ACT, 1986 - The Environment Protection Act, 1986 (“Environment
Act”) provides a framework for the coordination of activities of various state and central authorities established
under previous environmental laws by the Central Government. The Environment Act states that no person
carrying on any industry, operation or process shall discharge or emit or permit to be discharged or emitted
any environment pollutants in excess of prescribed standards. Further, it empowers the Central Government to
make rules for various purposes, including prescribing as below: (i) the standards of quality of air, water or
soil for various areas; (ii) the maximum allowable limits of concentration of various environmental pollutants
for different areas; (iii) the procedures and safeguards for the prevention of accidents which may cause
environmental pollution and remedial measures for such accidents.
(3) ENVIRONMENT (PROTECTION) RULES, 1986 - The Environment (Protection) Rules, 1986
(“Environment Rules”) were notified by the Central Government, in exercise if its powers under the
Environment Act. Pursuant to the Environment Rules, every person who carries on an industry, operation or
process requiring consent under Water (Prevention and Control of Pollution) Act, 1974 or Air (Prevention and
Control of Pollution) Act, 1981, shall submit to the concerned Pollution Control Board (“PCB”) an
environmental statement for that financial year in the prescribed form.
Page 195 of 412(4) THE NOISE POLLUTION (REGULATION & CONTROL) RULES 2000 (“NOISE REGULATION
RULES”) - The Noise Pollution (Regulation & Control) Rules, 2000 (“Noise Regulation Rules”) regulate
noise levels in industrial, commercial and residential zones. The Noise Regulation Rules also establish zones
of silence of not less than 100 meters near schools, courts, hospitals, etc. The Noise Regulation Rules also
assign regulatory authority for these standards to the local district courts. Penalty for non-compliance with the
Noise Regulation Rules shall be under the provisions of the Environment (Protection) Act, 1986.
(5) AIR (PREVENTION AND CONTROL OF POLLUTION) ACT, 1981 (“AIR ACT”) - The Air Act
mandates that any individual, industry or institution responsible for emitting smoke or gases by way of use as
fuel or chemical reactions, obtains consent from the PCB prior to commencing any activity. The consent may
be conditional on certain specifications like installation of pollution control equipment.
(6) WATER (PREVENTION AND CONTROL OF POLLUTION) ACT, 1974 (“WATER ACT”) - Under
the provisions of the Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”), any individual,
industry or institution discharging industrial or domestic wastewater or establishing any treatment or disposal
system or the using of any new or altered outlet for the discharge of sewage is required to obtain the consent
of the applicable state PCB, which is empowered to establish standards and conditions that are required to be
complied with. The consent to operate is granted for a specific period after which the conditions stipulated at
the time of granting consent are reviewed by the state PCB. Even before the expiry of the consent period, the
state PCB is authorized to carry out random checks on any industry to verify if the standards prescribed are
being complied with by the industry. In the event of non-compliance, the state PCB after serving notice to the
concerned industry may withdraw water supply to the industry or cause magistrates to pass injunctions to
restrain such polluters.
(7) WATER (PREVENTION AND CONTROL OF POLLUTION) CESS ACT, 1977 (“WATER CESS
ACT”) - The Water Cess Act is a legislation providing for the levy and collection of a cess on local authorities
and industries based on the consumption of water by such local authorities and industries so as to enable
implementation of the Water Act by the regulatory agencies concerned.
(8) HAZARDOUS AND OTHER WASTES (MANAGEMENT AND TRANS BOUNDARY MOVEMENT)
RULES, 2016 (“HW RULES”) - The HW Rules impose an obligation on every occupier of an establishment
generating hazardous waste to recycle or reprocess or reuse such wastes through a registered recycler or to
dispose of such hazardous wastes in an authorized disposal facility. Every person engaged, inter alia, in the
generation, processing, treatment, package, storage and disposal of hazardous waste is required to obtain an
authorization from the relevant state PCB for collecting, recycling, reprocessing, disposing, storing and treating
the hazardous waste. The new HW Rules as compared to the Rules of 2008 have enlarged the scope of regulated
wastes by including ‘other wastes’ in its ambit. Other wastes include: Waste tyre, paper waste, metal scrap,
used electronic items, etc. and are recognized as a resource for recycling and reuse. These resources supplement
the industrial processes and reduce the load on the virgin resource of the country.
(9) ENVIRONMENT IMPACT ASSESSMENT NOTIFICATION OF 2006 - The Ministry of Environment,
Forests and Climate Change has notified the Environment Impact Assessment Notification of 2006 in
September 2006. The notification makes it mandatory for various projects to get environment clearance.
Page 196 of 412G. FOREIGN TRADE REGULATIONS
1. THE FOREIGN TRADE (DEVELOPMENT & REGULATION) ACT, 1992 - The Foreign Trade
(Development & Regulation) Act, 1992 (“FTA”), provides for the development and regulation of foreign
trade by facilitating imports into and augmenting exports from India and for matters connected therewith or
incidental thereto. As per the provisions of the FTA, the Government may:
(i) make provisions for facilitating and controlling foreign trade;
(ii) prohibit, restrict and regulate exports and imports, in all or specified cases as well as subject them to
exemptions;
(iii) formulate and announce an export and import policy and also amend the same from time to time, by
notification in the Official Gazette;
(iv) appoint a 'Director General of Foreign Trade' for the purpose of the Act, including formulation and
implementation of the Export-Import Policy.
FTA read with the Indian Foreign Trade Policy inter-alia provides that no export or import can be made by a
company without an Importer-Exporter Code number unless such company is specifically exempt. An
application for an Importer-Exporter Code number has to be made to the office of the Joint Director General
of Foreign Trade, Ministry of Commerce.
2. FOREIGN EXCHANGE MANAGEMENT ACT, 1999 - Foreign investment in India is primarily governed
by the provisions of FEMA and the rules and regulations promulgated there under. Foreign Exchange
Management Act, 1999 (“FEMA”) was enacted to consolidate and amend the law relating to foreign
exchange with the objective of facilitating external trade and for promoting the orderly development and
maintenance of foreign exchange market in India. FEMA extends to whole of India. This Act also applies to
all branches, offices and agencies outside India owned or controlled by a person resident in India and also to
any contravention committed thereunder outside India by any person to whom the Act is applies. The Act has
assigned an important role to the Reserve Bank of India (RBI) in the administration of FEMA.
3. FEMA REGULATIONS - As laid down by the FEMA Regulations, no prior consents and approvals are
required from the Reserve Bank of India, for Foreign Direct Investment under the automatic route within the
specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in
respect of investment in excess of the specified sectoral limits under the automatic route, approval may be
required from the FIPB and/or the RBI. The RBI, in exercise of its power under the FEMA, has notified the
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000 ("FEMA Regulations") to prohibit, restrict or regulate, transfer by or issue security to a
person resident outside India. Foreign investment in India is governed primarily by the provisions of the
FEMA which relates to regulation primarily by the RBI and the rules, regulations and notifications there
under, and the policy prescribed by the Department of Industrial Policy and Promotion, Ministry of Commerce
& Industry, Government of India.
4. THE FOREIGN DIRECT INVESTMENT - The Government of India, from time to time, has made policy
pronouncements on Foreign Direct Investment (“FDI”) through press notes and press releases. The
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India
(“DIPP”), has issued consolidated FDI Policy Circular of 2017 (“FDI Policy 2017”), which with effect from
August 28, 2017, consolidates and supersedes all previous press notes, press releases and clarifications on
FDI Policy issued by the DIPP that were in force. The Government proposes to update the consolidated
circular on FDI policy once every year and therefore, FDI Policy 2017 will be valid until the DIPP Offers an
updated circular. The Reserve Bank of India (“RBI”) also Offers Master Circular on Foreign Investment in
India every year.
Page 197 of 412Presently, FDI in India is being governed by Master Circular on Foreign Investment dated July 01, 2015 as
updated from time to time by RBI. In terms of the Master Circular, an Indian company may Offer fresh shares
to people resident outside India (who is eligible to make investments in India, for which eligibility criteria are
as prescribed). Such fresh Offer of shares shall be subject to inter-alia, the pricing guidelines prescribed under
the Master Circular. The Indian company making such fresh Offer of shares would be subject to the reporting
requirements, inter-alia with respect to consideration for Offer of shares and also subject to making certain
filings including filing of Form FC-GPR. Under the current FDI Policy of 2017, foreign direct investment in
micro and small enterprises is subject to sectoral caps, entry routes and other sectoral regulations. At present
100 % foreign direct investment through automatic route is permitted in the sector in which our Company
operates. Therefore, applicable foreign investment up to 100% is permitted in our company under automatic
route.
5. THE FOREIGN TRADE POLICY, 2023 - The Foreign Trade (Development & Regulation) Act, 1992
empowers the Central Government to formulate and announce, by way of a notification, the foreign trade
policy from time to time. The Foreign Trade Policy, 2023 (“Foreign Trade Policy”), which came into effect
from April 1, 2023, contains provisions relating to export and import of goods and services. The Foreign
Trade Policy provides the general provisions governing imports and exports in India, duty exemption or
remission schemes, and policies relating to various export promotion schemes, export-oriented units,
electronics hardware technology parks, software technology parks and bio-technology parks, among others.
The Foreign Trade Policy mandates all importers and exporters of goods to obtain Importer Exporter Code
(“IEC”) from the Director General of Foreign Trade (“DGFT”). For export of services or technology, IEC
shall be necessary on the date of rendering services for availing benefits under the Foreign Trade Policy.
H. INFORMATION TECHNOLOGY AND DATA PRIVACY
1. INFORMATION TECHNOLOGY ACT, 2000 (“INFORMATION TECHNOLOGY ACT”) - The
Information Technology Act was enacted with the purpose of providing legal recognition to electronic
transactions. In addition to providing for the recognition of electronic records and creating a mechanism for the
authentication of electronic documentation through digital signatures, it also provides for civil and criminal
liability including fines and imprisonment for various computer related offenses relating to unauthorized access
to computer systems, modifying the contents of such computer systems without authorization, damaging
computer systems, the unauthorized disclosure of confidential information and computer fraud. The Information
Technology (Amendment) Act, 2008, which came into force on October 27, 2009, amended the IT Act and
inter-alia gives recognition to contracts concluded through electronic means, creates liability for failure to
protect sensitive personal data and gives protection to intermediaries in respect of third-party information
liability.
2. DIGITAL PERSONAL DATA PROTECTION ACT, 2023 - The Digital Personal Data Protection Act, 2023
seeks to provide for protection of personal data of individuals and establish a Data Protection Authority for the
same. Data Protection refers to the set of privacy laws, policies and procedures that aim to minimise intrusion
into one's privacy caused by the collection, storage and dissemination of personal data. Personal data generally
refers to the information or data which relate to a person who can be identified from that information or data
whether collected by any Government or any private organization or an agency.
I. GENERAL LEGISLATIONS
1. THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 - The Micro,
Small and Medium Enterprises Development Act, 2006 (“MSMED Act”) as amended from time to time seeks
Page 198 of 412to facilitate the development of micro, small and medium enterprises. The MSMED Act provides that where an
enterprise is engaged in the manufacturing and production of goods pertaining to any industry specified in the
first schedule to the Industries (Development and Regulation) Act, 1951, the classification of an enterprise will
be as follows:
• where the investment in plant and machinery does not exceed twenty-five Lakh rupees shall be regarded as a
micro enterprise;
• where the investment in plant and machinery is more than twenty-five Lakh rupees but does not exceed five
crore rupees shall be regarded as a small enterprise;
• Where the investment in plant and machinery is more than five crore rupees but does not exceed ten crore rupees
shall be regarded as a medium enterprise.
The MSMED Act provides for the memorandum of micro, small and medium enterprises to be submitted by
the relevant enterprises to the prescribed authority. The MSMED Act ensures that the buyer of goods makes
payment for the goods supplied to him immediately or before the date agreed upon between the buyer and
supplier. The MSMED Act provides that the agreed period cannot exceed forty-five days from the day of
acceptance of goods. It also stipulates that in case the buyer fails to make payment to the supplier within the
agreed period, then the buyer will be liable to pay compound interest at three times of the bank rated notified
by the Reserve Bank of India from the date immediately following the date agreed upon. The MSMED Act also
provides for the establishment of the Micro and Small Enterprises Facilitation Council (“Council”). The
Council has jurisdiction to act as an arbitrator or conciliator in a dispute between the supplier located within its
jurisdiction and a buyer located anywhere in India. The MSMED act provides for appointment and
establishment of National Board by the Central Government for MSME enterprise with its head office at New
Delhi.
2. COMPETITION ACT, 2002 - The Competition Act, 2002 came into effect on June 1, 2011 and has been
enacted to “prohibit anti- competitive agreements, abuse of dominant positions by enterprises” and regulates
“combinations” in India. The Competition Act also established the Competition Commission of India (“CCI”)
as the authority mandated to implement the Competition Act. The act prohibits Combinations which are likely
to cause an appreciable adverse effect on competition in a relevant market in India. The CCI may enquire into
all combinations, even if taking place outside India, or between parties outside India, if such combination is
likely to have an appreciable adverse effect on competition in India.
3. INDIAN CONTRACT ACT, 1872 - Indian Contract Act codifies the way we enter into a contract, execute a
contract, implementation of provisions of a contract and effects of breach of a contract. The Act consists of
limiting factors subject to which contract may be entered into, executed and breach enforced as amended from
time to time. It determines the circumstances in which promise made by the parties to a contract shall be legally
binding on them.
4. NEGOTIABLE INSTRUMENTS ACT, 1881 - In India, any negotiable instruments such as cheques are
governed by this Act, Section 138 of the Act, makes dishonour of cheques a criminal offence if the cheque is
dishonoured on the ground of insufficiency of funds in the account maintained by a person who draws the
cheque which is punishable with imprisonment as well as fine.
5. THE REGISTRATION ACT, 1908 (“REGISTRATION ACT”) - The Registration Act, 1908
(“Registration Act”) was passed to consolidate the enactments relating to the registration of documents. The
Registration Act is used for proper recording of transactions relating to other immovable property also. The
Registration Act provides for registration of other documents also, which can give these documents more
authenticity.
Page 199 of 4126. INDIAN STAMP ACT, 1899 - Under the Indian Stamp Act, 1899 (“The Stamp Act”) stamp duty is payable
on instruments evidencing a transfer or creation or extinguishment of any right, title or interest in immovable
property. Stamp duty must be paid on all instruments specified under the Stamp Act at the rates specified in the
schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable with duty vary from
state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped, are incapable
of being admitted in court as evidence of the transaction contained therein and it also provides for impounding
of instruments that are not sufficiently stamped or not stamped at all.
7. THE ARBITRATION AND CONCILIATION ACT, 1996 - This Act was enacted by Parliament in the
Forty-seventh Year of the Republic of India to consolidate and amend the law relating to domestic arbitration,
international commercial arbitration and enforcement of foreign arbitral awards as also to define the law relating
to conciliation.
8. THE SALE OF GOODS ACT, 1930 (SALE OF GOODS ACT) - The law relating to the sale of goods is
codified in the Sale of Goods Act, 1930. It defines sale and agreement to sell as a contract whereby the seller
transfers or agrees to transfer the property in goods to the buyer for a price and provides that there may be a
contract of sale between part owner and another and that the contract of sale may be absolute or conditional.
9. SHOPS AND ESTABLISHMENTS LEGISLATIONS IN VARIOUS STATES - Under the provisions of
local shops and establishment legislations applicable in the states in which establishments are set up,
establishments are required to be registered under the respective legislations. These legislations regulate the
condition of work and employment in shops and commercial establishments and generally prescribe obligations
in respect of, among others, registration, opening and closing hours, daily and weekly working hours, holidays,
leave, health and safety measures and wages for overtime work. The state legislations applicable on the Issuer
Co. are as follows:
I. THE DELHI SHOPS AND ESTABLISHMENT ACT, 1954 - The Act regulates working hours, payment
of wages, leave, holidays, and other conditions for persons employed in shops and commercial
establishments across the Union Territory of Delhi. Every establishment must submit a statement, including
details of the establishment and a fee, to the Chief Inspector within 90 days. Employees are not permitted
to work more than 9 hours per day or 48 hours per week. For any overtime, they are entitled to double their
normal hourly wage. Commercial establishments are restricted to specific operating hours set by the
government and must remain closed on three national holidays each year, in addition to a designated closed
day i.e. every establishment must remain closed for one day each week. Furthermore, all premises of
establishments must be maintained in a clean condition, and adequate safety measures must be implemented
for employees.
II. THE UP DOOKAN AUR VANIJYA ADHISHTHAN ADHINIYAM, 1962- The Act regulates
conditions of work and employment in shops and commercial establishments across the state of Uttar
Pradesh. Each establishment is required to submit a statement containing details of the establishment along
with a fee to the Chief Inspector of the area within 3 months of the commencement of such business or
within 3 months of the commencement of the Act to obtain a registration certificate. Employees are not
permitted to work more than 8 hours per day. An establishment may not open earlier or close later than the
hours specified by the State Government. For any overtime, they are entitled to twice their normal hourly
wage. Further, an establishment has to be kept closed for one day in a week and on designated close days.
Page 200 of 412OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS
HISTORY OF OUR COMPANY
Our Company was incorporated as a public limited company with the name of “Anondita Medicare Limited” under
the Companies Act, 2013 vide certificate of incorporation dated March 12, 2024, issued by Registrar of Companies,
Central Registration Centre, bearing CIN U22193DL2024PLC428183. Prior to this, the business of the company
was run by our current promoter, Mr. Anupam Ghosh, as a sole proprietorship under the name of M/s Anondita
Healthcare. Further, the entire business of M/s Anondita Healthcare, including all assets and liabilities, was
transferred to our company, Anondita Medicare Limited vide Business Transfer Agreement dated April 01, 2024.
The proprietorship firm, M/s Anondita Healthcare, was managed by Mr. Anupam Ghosh, who played a significant
role in the firm's operations. With the formation of Anondita Medicare Limited, Mr. Anupam Ghosh's leadership
continues in the new corporate structure, ensuring continuity and stability of the company.
Business Overview
Our Company is a manufacturer of male condoms with a variety of flavors, with our flagship product marketed and
sold under the brand “COBRA”. We have an installed production capacity of nearly 562 million condoms per annum,
as per certificate issued by JP Sood, Chartered Engineer, dated June 04, 2025. Further, to follow sustainable
production practices, our company uses CNG as a clean, environmentally friendly manufacturing fuel for its
manufacturing plant situated at D-001, Sector 80, Gautam Budh Nagar, Noida, Uttar Pradesh, 201301.
Background of Promoters
Our company has Individual Promoter
1. Mr. Anupam Ghosh, Mr. Anupam Ghosh, aged 55 years, is the Managing Director and Promoter of our
company. He has been appointed as the Director of our Company since its incorporation i.e. March 12, 2024.
Further, he was redesignated as the Managing Director of our company w.e.f. May 15, 2024 via shareholder’s
resolution passed at the Extra Ordinary General Meeting of our company held on May 15, 2024. He has 25 years
of experience in the healthcare products industry. He started his entrepreneurial journey in the year 1999 by
packaging and sale of contraceptives and gloves, via his proprietorship firm namely M/s Healthcare Products.
Thereafter, in the year 2004, he set up his own manufacturing plant for manufacturing condoms under this
proprietorship concern. In the year 2013, this proprietorship firm was renamed to “M/s Anondita Healthcare”,
which was taken over by our company in the year 2024, vide Business Transfer Agreement dated April 01, 2024.
His skills involve strategic planning & execution, product development & innovation and overall business
development.
2. Mrs. Sonia Ghosh, aged 50 years, is the Whole Time Director and Promoter of our company. She has been
appointed as the Director of our Company since its incorporation i.e. March 12, 2024. Further, she was
redesignated as the Whole Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed
at the Extra Ordinary General Meeting of our company held on May 15, 2024. She has diversified experience of
10 years in administrative activities and human resources management. She started her journey as a director back
in 2014 at one of our group companies, Anondita Healthcare Products Private Limited & has impeccable records
of handling execution and administration within our other group companies, where she is a director. She has
experience in the areas of leadership, organizational development, and human resource management.
Page 201 of 4123. Mr. Reshant Ghosh, aged 28 years, is the Whole Time Director and Promoter of our company. He has been
appointed as the Director of our Company since its incorporation i.e. March 12, 2024. Further, he was redesignated
as the Whole Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed at the Extra
Ordinary General Meeting of our company held on May 15, 2024. Soon after joining the family business, Mr.
Ghosh founded, our now subsidiary, Anondita Healthcare and Rubber Product (India) Limited and has significantly
contributed to the marketing and sales division of the company. With 3 years of experience in marketing, he
specializes in analyzing market trends, developing marketing strategies, establishing distribution networks, and
engaging with distributors and stockiest. Mr. Ghosh has successfully built a nationwide network of distributors and
retailers, enhancing product accessibility and driving sales growth for the company.
CHANGES IN OUR REGISTERED OFFICE
The registered office of our company is presently situated at Flat No.704 Narmada Block, N6, Sec-D, Pkt-6, Vasant
Kunj, New Delhi, India-110070. As on the date of this Prospectus, there has been no change in the registered office
of our company.
MAIN OBJECTS OF OUR COMPANY
The object clauses of the Memorandum of Association of our Company enable us to undertake our present activities.
The main objects of our Company are:
1. To take over the running business of M/s Anondita Healthcare, Proprietorship, the proprietor, Anupam Ghosh
along with take over all the assets and liabilities of the Firm as on the date of transfer of Business
2. To carry on the business as manufacturer, seller, importer, exporter, and trade in all kind of high quality and
non-allergic male latex contraceptives & Condoms.
3. To deal in and carry on the business as manufacturer, seller, importer, exporter, and trade in all kinds of
pharmaceuticals formulation and bulk medicines and chemicals and trading in similar products including all
types of medicines and biochemicals.
4. To takeover of running business of any person, firm, company which is in line and suitable for the main business
of the company.
AMENDMENTS TO THE MOA OF OUR COMPANY SINCE INCORPORATION:
Since incorporation, there has been following amendment made to the MoA of our Company:
Date of Particulars of Amendment
Amendment
March 29, 2024 Alteration of Capital clause of Memorandum of Association of Anondita Medicare Limited
Company due to increase in Authorized share capital. The Authorized Share Capital was
increased from existing Rs. 10,00,000/- i.e., 1,00,000 Equity Shares of Rs. 10 each to Rs.
18,00,00,000/- i.e., 1,80,00,000 Equity Shares of Rs. 10 Each.
August 17, 2024 Alteration of Capital clause of Memorandum of Association of Anondita Medicare Limited
Company due to increase in Authorized share capital. The Authorized Share Capital was
increased from existing Rs. 18,00,00,000/- i.e., 1,80,00,000 Equity Shares of Rs. 10 each
to Rs. 20,00,00,000/- i.e., 2,00,00,000 Equity Shares of Rs. 10 Each.
Page 202 of 412KEY EVENTS AND MILESTONES:
The following table sets forth the key events and milestones in the history of our Company, since incorporation:
Year Particulars
1999 The erstwhile proprietorship “M/s Health Care Products” was started by our current promoter,
Mr. Anupam Ghosh for the packaging and sale of contraceptives and gloves.
2013 The proprietorship was renamed to “M/s Anondita Healthcare”.
2024 Incorporation of our Company, Anondita Medicare Limited.
Takeover of M/s Anondita Healthcare by our company vide Business Takeover Agreement
2024
dated April 01, 2024.
Our company acquired 100% shareholding in “Anondita Healthcare and Rubber Products
India Limited” vide a Share Purchase Agreement dated April 01, 2024, entered into between
2024 Anondita Healthcare and Rubber Products India Limited (Formerly Anondita Healthcare and
Rubber Products India Private Limited) (First Party), Mr. Reshant Ghosh and Ms. Sonia
Ghosh (Second Party) and our Company (Third Party).
DETAILS OF BUSINESS OF OUR COMPANY
For details on the description of Our Company’s activity, business model, marketing strategy, strength, completion
of business, please see “Our Business”, “Management Discussion and Analysis of Financial Conditions” and “Basis
for Issue Price” on page 159, 249 and 118 of this Prospectus respectively.
HOLDING COMPANY OF OUR COMPANY
Our Company has no Holding companies as on the date of filing of this Prospectus.
SUBSIDIARY COMPANY OF OUR COMPANY
Our Company has a subsidiary company by the name of Anondita Healthcare and Rubber Products India Limited
as on the date of filing of this Prospectus. For further details on Our Subsidiary, please refer to chapter “Our
Subsidiary” beginning on page 234 of this Prospectus.
OTHER DECLARATIONS AND DISCLOSURES
Our Company is not a listed entity and its securities have not been refused listing at any time by any recognized
stock exchange in India or abroad. Further, Our Company has not made any Public Issue or Rights Issue (as defined
in the SEBI ICDR Regulations) in the past. No action has been taken against Our Company by any Stock Exchange
or by SEBI. Our Company is not a sick company within the meaning of the term as defined in the Sick Industrial
Companies (Special Provisions) Act, 1985. Our Company is not under winding up nor has it received a notice for
striking off its name from the relevant Registrar of Companies.
FUND RAISING THROUGH EQUITY OR DEBT
For details in relation to our fund-raising activities through equity and debt, please refer to the chapters titled.
“Capital Structure” beginning on page number 80 respectively, of this Prospectus.
Page 203 of 412REVALUATION OF ASSETS
Except as disclosed below, our Company has not re-valued its assets since inception.
• During the financial year 2021-2022, the Company got a revaluation of leasehold land and Freehold land done by
a government approved valuer by Rs. 461.69 Lakhs.
CHANGES IN THE ACTIVITIES OF OUR COMPANY HAVING A MATERIAL EFFECT
Other than as stated in this Prospectus, there has been no change in the activities being carried out by our Company
since incorporation till the date of this Prospectus which may have a material effect on the profits / loss of our
Company, including discontinuance of lines of business, loss of agencies or markets and similar factors.
INJUNCTIONS OR RESTRAINING ORDERS
Our Company is not operating under any injunction or restraining order.
DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS
/BANKS
There have been no Defaults or Rescheduling of borrowings with financial institutions/banks.
STRIKES AND LOCK-OUTS
Our Company has, since incorporation, not been involved in any labour disputes or disturbances including
strikes and lock- outs. As on the date of this Prospectus, our employees are not unionized.
TIME AND COST OVERRUNS IN SETTING UP PROJECTS
As on the date of this Prospectus, there have been no time and cost overruns in any of the projects undertaken
by our Company.
SHAREHOLDERS’ AGREEMENT
Our Company does not have any subsisting shareholders’ agreement as on the date of this Prospectus.
OTHER AGREEMENTS
As on the date of this Prospectus our Company has not entered into any agreements other than those entered into in
the ordinary course of business and there are no material agreements entered into more than two years before the
date of this Prospectus.
Page 204 of 412STRATEGIC PARTNERS
Our Company does not have any strategic partner(s) as on the date of this Prospectus.
FINANCIAL PARTNERS
As on the date of this Prospectus, our Company does not have any financial partners.
ACQUISITION OF BUSINESS / UNDERTAKINGS
Our Company had acquired the running business of the erstwhile proprietorship, M/s Anondita Healthcare, of our
promoter Mr. Anupam Ghosh, along with the assets and liabilities of the proprietorship as going concern, pursuant
to a Business Purchase Agreement dated April 01, 2024, entered between Mr. Anupam Ghosh as proprietor of M/s
Anondita Healthcare and our company, Anondita Medicare Limited.
Further, our company acquired 100% shareholding in “Anondita Healthcare and Rubber Products India Limited”
vide a Share Purchase Agreement dated April 01, 2024, entered into between Anondita Healthcare and Rubber
Products India Limited (formerly Anondita Healthcare and Rubber Products India Private Limited) (First Party),
Mr. Reshant Ghosh and Ms. Sonia Ghosh (Second Party) and our Company (Third Party).
For more details on our subsidiary refer to page 234 of this Prospectus.
DIVESTMENT OF BUSINESS / UNDERTAKING BY COMPANY IN THE LAST TEN YEARS
There has been no divestment by the Company of any business or undertaking since inception.
NUMBER OF SHAREHOLDER OF OUR COMPANY
Our Company has 86 (Eighty Six only) shareholders as per Benpos dated August 14, 2025. For further details on
the Shareholding Pattern of our Company, please refer to the Chapter titled “Capital Structure” beginning on page
80 of this Prospectus.
DETAILS OF PAST PERFORMANCE
For details of Change of management, please see chapter titled “Our Business” and “Our History and certain
corporate matters” on pages 159 and 201 respectively of this Prospectus.
DETAILS OF FINANCIAL PERFORMANCE
Page 205 of 412For details in relation to our financial performance in the previous three financial years, including details of non-
recurring items of income, refer to section titled “Financial Statements as Restated” beginning on page 247 of
this Prospectus.
COLLABORATION AGREEMENT
As on the date of this Prospectus, our Company has entered into collaboration agreements. For details, please refer
to the chapter titled “Our Business” on page number 159 of this Prospectus.
(This space is left blank intentionally.)
Page 206 of 412OUR MANAGEMENT
BOARD OF DIRECTORS
As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and not
more than 15 (Fifteen) Directors on our Board, subject to provisions of Section 149 of Companies Act, 2013. As on
date of this Prospectus, our Board consists of Six (6) Directors, out of which three (3) are Executive Director, three
(3) are Non-Executive Director out of which two (2) are Independent Directors. Mr. Anupam Ghosh is the Managing
Director of our company.
S. N. Name DIN Category Designation
1. Mr. Anupam Ghosh 02675517 Executive Managing Director
2. Mrs. Sonia Ghosh 02717906 Executive Whole-Time Director
3. Ms. Reshant Ghosh 08632812 Executive Whole-Time Director
4. Mr. Lakhinder Singh 07703780 Non-Executive Non-Independent Director
5. Ms. Nishi Goel 08164136 Non-Executive Independent Director
6. Mr. Gaurav Kumar 08062315 Non-Executive Independent Director
The following table sets forth certain details regarding the members of our Company’s Board as on the date of this
Prospectus:
S.NO. Name, DIN, Date of Birth,
Age No. of Equity Other Directorship/Partnership
Qualification, Designation,
Shares held & %
Occupation, Address,
of pre issue
Nationality and Term
shareholding
1. Mr. Anupam Ghosh
Indian Private Companies
55 1,11,60,591
1. Anondita Suncity Healthcare
Equity Shares
Designation: Managing Director Years
(83.95% of Pre Private Limited.
issued paid up 2. Anondita Latex Products (India)
Address: C-6, Near DM Residence,
capital.) Private Limited.
Sector-27, Gautam Budhha Nagar,
3. Anondita Healthcare Products
Uttar Pradesh - 201301
Private Limited.
4. Anondita Exultia Healthcare
Date of Birth: March 10, 1969
Private Limited.
5. Anondita Healthcare Private
Qualification: Senior Secondary (10+2)
Limited.
Occupation: Business
Indian Public Companies
Nil
Nationality: Indian
Section 8 Companies
Date of Original Appointment: March
1. All India Condom Manufacturer
12, 2024.
Association.
Date of Appointment as MD: May 15, Indian LLPs
2024. Nil
DIN: 02675517 Partnership Firm
1. M/s Anondita Healthcare
Page 207 of 4122. Mrs. Sonia Ghosh
2 Equity Shares Indian Private Companies
50
(0.001% of Pre
Designation: Whole-Time Director Years 1. Anondita Healthcare Private
issued paid up
Limited.
capital)
Address: C-6, Sector-27, Noida, 2. Anondita Healthcare Products
Sector-27, Gautam Budhha Nagar, Private Limited.
Uttar Pradesh - 201301. 3. Anondita Latex Products (India)
Private Limited.
Date of Birth: August 25, 1974
Indian Public Companies
Qualification: B. A (Hons.) in
Nil
Philosophy from Indraprastha College,
New Delhi. Section 8 Companies
Nil
Occupation: Business
Indian LLPs
Nationality: Indian Nil
Date of Appointment: March 12, Partnership Firm
2024.
1. M/s Anondita Healthcare
Date of appointment as Whole Time
Director: May 15, 2024
DIN: 02717906
3. Mr. Reshant Ghosh
28 2 Equity Shares Indian Private Companies
(0.001% of Pre
Designation: Whole-Time Director Years Nil
issued paid up
capital)
Address: C-6, Sector- 27, Gautam Indian Public Companies
Buddha Nagar, Noida, Uttar Pradesh 1. Anondita Healthcare and Rubber
– 201301. Products India Limited.
Date of Birth: May 23, 1996 Section 8 Companies
Nil
Qualification: Senior Secondary
(10+2). Indian LLPs
Nil
Occupation: Business
Nationality: Indian
Date of Original Appointment: March
12, 2024.
Date of Appointment as Whole Time
Director: May 15, 2024
Page 208 of 412DIN: 08632812
4. Mr. Lakhinder Singh
Indian Private Companies
Designation: Non-Executive Non- 75 Nil 1. Anondita Healthcare Private
Independent Director Years Limited
Address: 8/203, East End Apartments Indian Public Companies
Mayur Vihar Phase 1 Extn., Delhi- 1. Anondita Healthcare and
110096 Rubber Products India Limited
Date of Birth: January 01, 1949
Section 8 Companies
Qualification: M.A in English Nil
Literature, B.I.T.S, Pilani
Indian LLPs
Occupation: Professional Nil
Nationality: Indian
Date of Appointment: June 29, 2024
DIN: 07703780
5. Ms. Nishi Goel
Indian Private Companies
Designation: Independent Director 1. 1. Centillion Dimensions India
42 Private Limited
Nil
Address: 464/121, South Civil Line, Years
Suman Vihar, P.S. Civil Line, Indian Public Companies
Muzaffar Nagar, Uttar Pradesh- Nil
251001
Section 8 Companies
Date of Birth: June 07, 1982 Nil
Qualification: Chartered Accountant Indian LLPs
Nil
Occupation: Professional
Nationality: Indian
Date of Original Appointment: May
15, 2024
Date of Appointment as ID: May 15,
2024
DIN: 08164136
6. Mr. Gaurav Kumar Indian Private Companies
35 Nil Nil
Page 209 of 412Designation: Independent Director Years
Indian Public Companies
Address: House No. 567, Ward No. 2, Nil
Jain Moholla, Panipat, Haryana-132103
Section 8 Companies
Date of Birth: August 19, 1989 Nil
Qualification: Company Secretary Indian LLPs
Nil
Occupation: Professional
Nationality: Indian
Date of Original Appointment: June 29,
2024
Date of Appointment as ID: June 29,
2024
DIN: 08062315
BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY
ANUPAM GHOSH
Mr. Anupam Ghosh, aged 55 years, is the Managing Director and Promoter of our company. He has been appointed
as the Director of our Company since its incorporation i.e. March 12, 2024. Further, he was redesignated as the
Managing Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed at the Extra Ordinary
General Meeting of our company held on May 15, 2024. He has 25 years of experience in the healthcare products
industry. He started his entrepreneurial journey in the year 1999 by packaging and sale of contraceptives and gloves,
via his proprietorship firm namely M/s Healthcare Products. Thereafter, in the year 2004, he set up his own
manufacturing plant for manufacturing condoms under this proprietorship concern. In the year 2013, this proprietorship
firm was renamed to “M/s Anondita Healthcare”, which was taken over by our company in the year 2024, vide
Business Transfer Agreement dated April 01, 2024. His skills involve strategic planning & execution, product
development & innovation and overall business development.
SONIA GHOSH
Mrs. Sonia Ghosh, aged 50 years, is the Whole Time Director and Promoter of our company. She has been appointed
as the Director of our Company since its incorporation i.e. March 12, 2024. Further, she was redesignated as the Whole
Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed at the Extra Ordinary General
Meeting of our company held on May 15, 2024. She has diversified experience of 10 years in administrative activities
and human resources management. She started her journey as a director back in 2014 at one of our group companies,
Anondita Healthcare Products Private Limited & has impeccable records of handling execution and administration
within our other group companies, where she is a director. She has experience in the areas of leadership, organizational
development, and human resource management.
Page 210 of 412RESHANT GHOSH
Mr. Reshant Ghosh, aged 28 years, is the Whole Time Director and Promoter of our company. He has been appointed
as the Director of our Company since its incorporation i.e. March 12, 2024. Further, he was redesignated as the Whole
Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed at the Extra Ordinary General
Meeting of our company held on May 15, 2024. Soon after joining the family business, Mr. Ghosh founded, our now
subsidiary, Anondita Healthcare and Rubber Product (India) Limited and has significantly contributed to the marketing
and sales division of the company. With 3 years of experience in marketing, he specializes in analyzing market trends,
developing marketing strategies, establishing distribution networks, and engaging with distributors and stockiest. Mr.
Ghosh has successfully built a nationwide network of distributors and retailers, enhancing product accessibility and
driving sales growth for the company.
LAKHINDER SINGH
Mr. Lakhinder Singh, aged 75, serves as the Non-Executive Director of the Company. He was appointed as the Non-
Executive Non-Independent Director of our company on June 29, 2024. He holds a degree of master’s in English
Literature, B.I.T.S, Pilani. He has 36 years of experience working for the Indian Government in positions concerning
Taxation and Revenue. During this period, he also attended a senior course of the United Nations on matters concerning
Drug Trafficking in 1990 conducted by the Royal Canadian Mounted Police in Vancouver, Canada. His extensive
experience and experience are expected to be instrumental in driving the overall success of the company.
NISHI GOEL
Ms. Nishi Goel, aged 42 years, is the Independent Director of our company. She has been appointed as an Independent
Director of the company w.e.f. May 15 2024 via shareholder’s resolution passed at the Extra Ordinary General Meeting
of our company held on May 15 2024. She has an experience of 16 years in areas of in the Field of Accountancy. She
started her career in 2007 from IT sector and contributed in reviewing, designing and analyzing financial software for
global clients. Her working area included understanding client's requirements, converting it into technical
understanding, quality testing, identifying bugs and acting as a connector between user and developer. Thereafter, she
joined ICAI and contributed in development and implementation of XBRL in India.
GAURAV KUMAR
Mr. Gaurav Kumar, aged 35 years is the Independent Director of our Company. He was appointed as an Independent
Director of the company w.e.f. June 29, 2024 via shareholder’s resolution passed at the Extra Ordinary General Meeting
of our company held on June 29, 2024. He holds a professional degree from the Institute of Company Secretaries of India.
He has an experience of 7 years in the fields of legal, secretarial, and corporate compliance. He is Member of the Institute
of Company Secretary of India. He has experience in handling legal and secretarial work, ensuring compliance with
various regulatory requirements within India.
Note:
As on the date of this Prospectus:
a) None of our Directors is or was a director of any listed company during the last five years preceding the date of this
Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of
their directorship in such company.
b) None of the Directors are on the RBI List of willful defaulters.
c) None of our Directors are categorized as a willful defaulter or a fraudulent borrower, as defined under Regulation
2(1)(lll) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Page 211 of 412d) None of our Directors is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders
Act, 2018.
e) None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our
Company or our Company are debarred by SEBI from accessing the capital market.
f) None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter,
director or person in control of any other company, which is debarred from accessing the capital market under any
order or directions made by SEBI or any other regulatory authority.
FAMILY RELATIONSHIP BETWEEN DIRECTORS
Except as stated below, none of the Directors of the Company are related to each other as per Section 2(77) of the
Companies Act, 2013:
S. No. Name of the Director Designation Relationship with another Director
Husband of Mrs. Sonia Ghosh
1. Mr. Anupam Ghosh Managing Director
Father of Mr. Reshant Ghosh
Wife of Mr. Anupam Ghosh
2. Mrs. Sonia Ghosh Whole-time director
Mother of Mr. Reshant Ghosh
Son of Mr. Anupam Ghosh and Mrs.
3. Mr. Reshant Ghosh Whole-time director
Sonia Ghosh
Details of current and past directorship(s) in listed companies whose shares have been / were suspended from
being traded on the stock exchanges and reasons for suspension.
None of our Directors is / was a director in any listed company during the last five years before the date of filing of
this Prospectus, whose shares have been / were suspended from being traded on the any stock exchange.
Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock
exchange(s) and reasons for delisting.
None of our Directors are currently or have been on the board of directors of a public listed company whose shares
have been or were delisted from any stock exchange.
Details of arrangement or understanding with major shareholders, consumers, suppliers or others,
pursuant to which of the Directors were selected as a director or member of senior management.
There are no arrangements or understandings with major shareholders, consumers, suppliers or any other entity,
pursuant to which any of the Directors or Key Managerial Personnel were selected as a director or a member of the
senior management as on date of this Prospectus.
Details of service contracts
None of our directors have entered into any service contracts with our company except for acting in their individual
capacity as director and no benefits are granted upon their termination from employment other than the statutory
benefits provided by our company.
Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our
Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of or
retirement from employment.
Page 212 of 412Borrowing power of the Board
In terms of the special resolution passed at an Extra- Ordinary General Meeting of our Company held on April 01,
2024 and pursuant to Section 180(1)(c) and any other applicable provisions, of the Companies Act, 2013 and the rules
made thereunder, the consent of members of the Company has been accorded to borrow from time to time, any sum or
sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans
obtained from the Company`s bankers in the ordinary course of business), may exceed the aggregate of the paid up
capital of the Company and free reserve, provided that the total outstanding amount so borrowed, shall not at any time
exceed the limit of Rs 300 crores (Three Hundred Crore Only).
TERMS AND CONDITIONS FOR EMPLOYMENT OF THE DIRECTORS
i. Executive Directors
Name Mr. Anupam Ghosh
Designation Managing Director
Period 5 Years from 15/05/2024
Date of approval of Shareholders 15/05/2024
Remuneration for FY 25-26 Rs. 5,00,000/- per month.
Perquisite Medical Re-imbursement, Health Insurance for him and
his family, fully furnished accommodation, leave travel
concession once a year, a car from company and a driver,
telephone expense, entertainment and travelling
expenses incurred by him in the discharge and execution
of his duties as Managing Director.
Name Mrs. Sonia Ghosh
Designation Whole-time Director
Period 5 Years from 15/05/2024
Date of approval of Shareholders 15/05/2024
Remuneration for FY 25-26 Rs. 2,50,000/- per month.
Perquisite Re-imbursement of travelling, lodging, boarding
expenses, all cost and other charges incurred by him in
the discharge and execution of his duties as Executive
Director.
Name Mr. Reshant Ghosh
Designation Whole-time Director
Period 5 Years from 15/05/2024
Date of approval of Shareholders 15/05/2024
Remuneration for FY 25-26 Rs. 2,50,000/- per month.
Perquisite Re-imbursement of travelling, lodging, boarding
expenses, all cost and other charges incurred by him in
the discharge and execution of his duties as Executive
Director.
Page 213 of 412ii. Non-Executive Directors and Independent Directors
Our Company will not pay any remuneration to the Independent Directors of our company except the applicable
sitting fee and reimbursement of expenses as per the Companies Act, 2013. The sitting fees shall be paid to the Non-
Executive Directors and Independent Directors as per the terms and conditions mentioned in their letter of
appointment.
Note: No portion of the compensation as mentioned above was paid pursuant to a bonus or profit-sharing plan.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
As per the Articles of Association of our Company, a director is not required to hold any shares in our Company to
qualify him for the office of the Director of our Company. The following table details the shareholding in our
Company of our Directors in their personal capacity, as on the date of this Prospectus:
S. No. Name of the Directors No. of Equity Shares held % of pre-issue paid-up Equity
share capital in our company
1. Mr. Anupam Ghosh 1,11,60,591 83.95%
2. Mrs. Sonia Ghosh 2 Negligible
3. Mr. Reshant Ghosh 2 Negligible
INTEREST OF DIRECTORS
All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending
meetings of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services
as Directors of our Company and reimbursement of expenses as well as to the extent of commission and other
remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be
interested to the extent of consideration received/paid or any loans or advances provided to anybody corporate
including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.
All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or
their relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the
present Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity
Shares.
The Directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and
allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or
trustees.
Our Directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect
of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be
subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners
and promoters, pursuant to this Issue. All our Directors may be deemed to be interested in the contracts, agreements/
arrangements entered into or to be entered into by the Company with either the Directors himself, other company in
which they hold directorship or any partnership firm in which they are partners, as declared in their respective
declarations.
Except as stated in the chapter “Our Management” and ‘Financial Information’ beginning on page 207 and 247
respectively and described herein to the extent of shareholding in our Company, if any, our directors do not have any
Page 214 of 412other interest in our business.
Our directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and
Bankers to the Issue or any such intermediaries registered with SEBI.
Interest in promotion of Our Company
None of our directors have any interest in the promotion of our Company other than in ordinary course of business.
Interest in the property of Our Company
The registered office of the Company situated at Flat No.704 Narmada Block, N6, Sec-D, Pkt-6 Vasant Kunj, New
Delhi, India, 110070. This office is owned by our Promoter Mr. Anupam Ghosh and taken on lease from him by
our Company.
The Corporate office/Manufacturing Unit of the Company situated at D-001, Sector-80, Noida-201305, Uttar
Pradesh is taken on lease by the company from Anondita Healthcare Products Private Limited one of the Group
Entity.
Except the above, none of our promoters is interested in the property of our company. Furthermore, our promoters
have no interest in any property acquired by our Company neither in the preceding two years from the date of this
Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Prospectus.
Our Promoters also do not have any interest in any transaction regarding the acquisition of land, construction of
buildings and supply of machinery, etc. with respect to our Company.
Our Directors have no interest in any property acquired by our Company neither in the preceding two years from the
date of this Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this
Prospectus. Our directors also do not have any interest in any transaction regarding the acquisition of land, construction
of buildings and supply of machinery, etc. with respect to our Company.
Interest in the business of Our Company
Save and except as stated otherwise in “Related Party Transaction” in the chapter titled “Financial Information”
beginning on page number 247 of this Prospectus, our Directors do not have any other interests in our Company as on
the date of this Prospectus. Our Directors are not interested in the appointment of Underwriters, Registrar and Bankers
to the Issue or any such other intermediaries registered with SEBI.
Bonus or profit-sharing plan for the directors
There is no bonus or profit-sharing plan for the Directors of our Company.
Contingent and deferred compensation payable to directors
No Director has received or is entitled to any contingent or deferred compensation.
Other indirect interest
Except as stated in chapter titled “Financial Information” beginning on page 247 of this Prospectus, none of our sundry
debtors or beneficiaries of loans and advances are related to our Directors.
Page 215 of 412Changes In the Board for The Last Three Years
Save and except as mentioned below, there had been no change in the Directorship during the last three (3) years:
Name of Director Date of Event Reason for Change
Mr. Anupam Ghosh March 12, 2024 Appointed as First Director
Mrs. Sonia Ghosh March 12, 2024 Appointed as First Director
Mr. Reshant Ghosh March 12, 2024 Appointment as First Director
Mr. Anupam Ghosh May 15, 2024 Change in designation to Managing Director
Mrs. Sonia Ghosh May 15, 2024 Change in designation to Whole Time Director
Mr. Reshant Ghosh May 15, 2024 Change in designation to Whole Time Director
Ms. Nishi Goel May 15, 2024 Appointed as Independent Director
Mr. Gaurav Kumar June 29, 2024 Appointed as Independent Director
Appointed as Non-Executive and Non-Independent
Mr. Lakhinder Singh June 29, 2024
Director
Management Organizational Structure
For Management Organizational Structure please refer chapter titled “Our Business” on page number 159 of this
Prospectus.
CORPORATE GOVERNANCE
In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance,
provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity
Shares on the Stock Exchanges. As on date of this Prospectus, as our Company is coming with an issue in terms of
Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, hence, the requirement specified in
regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V is not applicable to our Company, although we require to comply
with requirement of the Companies Act, 2013 wherever applicable. Our Company has complied with the corporate
governance requirement, particularly in relation to appointment of independent directors including woman director on
our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and
Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee
specific operational areas.
The Board functions either as a full Board or through various committees constituted to oversee specific operational
areas. Our Company has constituted the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. IPO Committee
1. AUDIT COMMITTEE
The Audit Committee was constituted vide Board resolution dated August 18, 2024 pursuant to Section 177 of the
Companies Act, 2013. As on the date of this Prospectus, the Audit Committee comprises of:
Page 216 of 412Name of the Director Designation in the Committee Nature of Directorship
Mr. Gaurav Kumar Chairperson Independent Director
Ms. Nishi Goel Member Independent Director
Mr. Lakhinder Singh Member Non-Executive Non-Independent Director
Our Company Secretary and Compliance Officer shall act as the secretary to the Audit Committee. The Chairman of
the Audit Committee shall attend the Annual General Meeting of the Company to furnish clarifications to the
shareholders on any matter relating to audit.
Meeting of the Audit Committee and relevant quorum.
1. The Audit Committee shall meet at least four times in a year and more than one hundred and twenty days shall elapse
between two meetings.
2. The quorum shall be either two members or one third of the members of the audit committee, whichever is greater,
with at least two (2) Independent directors shall be present.
Removal or Ceasing as a Member of the Committee
1. Any members of this Committee may be removed or replaced by the Board of Directors at any time, by giving reasons
thereof.
2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this Committee.
The scope of Audit Committee shall include but shall not be restricted to the following:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with
particular reference to:
a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms
of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report
5. reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the
Prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public
or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. approval or any subsequent modification of transactions of the listed entity with related parties;
Page 217 of 4129. scrutiny of inter-corporate loans and investments;
10. valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. evaluation of internal financial controls and risk management systems;
12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
13. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
14. discussion with internal auditors of any significant findings and follow up there on;
15. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
18. shareholders (in case of non-payment of declared dividends) and creditors;
19. to review the functioning of the whistle blower mechanism;
20. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate;
21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision;
22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders;
23. carrying out any other function as is mentioned in the terms of reference of the audit committee.
24. carry out any other function as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as and when amended from time to time.
The Audit Committee enjoys following powers:
a) To investigate any activity within its terms of reference.
b) To seek information from any employee.
c) To obtain outside legal or other professional advice.
d) To secure attendance of outsiders with relevant expertise if it considers necessary.
The Audit Committee shall mandatorily review the following information:
1. management discussion and analysis of financial condition and results of operations;
2. management letters / letters of internal control weaknesses issued by the statutory auditors;
3. internal audit reports relating to internal control weaknesses;
4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee;
5. statement of deviations:
➢ quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
➢ annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7).
Page 218 of 4122. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on August
18, 2024. As on the date of this Prospectus the Nomination and Remuneration Committee comprises of:
The constituted Nomination and Remuneration Committee comprises following members:
Designation in the
Name of the Director Nature of Directorship
Committee
Mr. Gaurav Kumar Chairperson Independent Director
Ms. Nishi Goel Member Independent Director
Mr. Lakhinder Singh Member Non-Executive Non-Independent Director
Our Company Secretary and Compliance Officer Shall act as the secretary to the Nomination and Remuneration
Committee.
Meetings and relevant quorum of the Nomination and Remuneration Committee
1. The committee shall meet as and when the need arises, subject to at least one meeting in a year.
2. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is
higher, with at least One (1) Independent Director.
Removal or Ceasing as a Member of the Committee
1. Any members of this Committee may be removed or replaced by the Board of Directors at any time, by giving reasons
thereof.
2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this Committee.
Role of Nomination and Remuneration committee
The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
3. use the services of an external agencies, if required;
4. consider candidates from a wide range of backgrounds, having due regard to diversity; and
5. consider the time commitments of the candidates.
6. Formulation of criteria for evaluation of performance of independent directors and the board of directors;
7. Devising a policy on diversity of board of directors;
8. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
Page 219 of 4129. recommend to the board, all remuneration, in whatever form, payable to senior management.
10. To extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors.
11. the Committee shall identify persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment and removal and
shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to
be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external
agency and review its implementation and compliance.
12. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel
and other employees.
13. To carry out any other function as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as and when amended from time to time
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder’s Relationship Committee has been formed by the Board of Directors, at the meeting held on August
18, 2024. As on the date of this Prospectus, the Stakeholder’s Relationship Committee comprises of:
Designation in the
Name of the Director Nature of Directorship
Committee
Non-Executive Non-Independent
Mr. Lakhinder Singh Chairperson
Director
Mrs. Sonia Ghosh Member Whole Time Director
Mr. Reshant Ghosh Member Whole Time Director
Our Company Secretary and Compliance officer shall act as the secretary to the Stakeholders Relationship Committee.
Meetings of the Committee and relevant quorum
1. The Stakeholder Relationship Committee shall meet at least once a year and shall report to the Board on a quarterly
basis regarding the status of redressal of the complaints received from the shareholders of the Company.
2. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is
higher.
Removal or Ceasing as a Member of the Committee
1. Any members of this Committee may be removed or replaced by the Board of Directors at any time, by giving reasons
thereof.
2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this Committee.
Role of stakeholder and Relationship Committee
The role of the committee shall inter-alia include the following:
1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc;
Page 220 of 4122. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the Registrar & Share Transfer Agent;
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the
company; and
5. To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as and when amended from time to time
4. INITIAL PUBLIC OFFER COMMITTEE
The Initial Public Offer Committee has been formed by the Board of Directors, at the meeting held on October 14,
2024. As on the date of this Prospectus the Initial Public Offer Committee comprises of:
Designation in the
Name of the Director Nature of Directorship
Committee
Mr. Anupam Ghosh Chairman Managing Director
Mr. Reshant Ghosh Member Whole Time Director
Non-Executive Non-Independent
Mr. Lakhinder Singh Member
Director
The Company Secretary and Compliance Officer shall act as the secretary of the IPO Committee. The terms of
reference of the IPO Committee include the following:
a) Approving amendments to the memorandum of association and the articles of association of the Company;
b) Finalizing and arranging for the submission of the DRHP, the RHP, the Prospectus and any amendments, supplements,
notices or corrigenda thereto, to appropriate government and regulatory authorities, institutions or bodies;
c) Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required under
Applicable Laws for the Board, officers of the Company and other employees of the Company;
d) Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required under
Applicable Laws for the Board, officers of the Company and other employees of the Company;
e) Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;
f) Deciding on the size and all other terms and conditions of the Issue and/or the number of Equity Shares to be issued in
the Issue, including any rounding off in the event of any oversubscription as permitted under Applicable Laws;
g) Taking all actions as may be necessary or authorized in connection with the Issue;
h) Appointing and instructing book running lead manager, syndicate members, bankers to the Issue, the registrar to the
Issue, bankers of the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal
counsel, depositories, trustees, custodians, credit rating agencies, monitoring agencies, advertising agencies and all
such persons or agencies as may be involved in or concerned with the Issue and whose appointment is required in
relation to the Issue, including any successors or replacements thereof;
i) Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad, in Rupees or in
any other currency, in accordance with Applicable Laws;
j) Entering into agreements with, and remunerating all the book running lead manager, syndicate members, placement
agents, bankers to the Issue, the registrar to the Issue, bankers of the Company, managers, underwriters, guarantors,
escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies,
monitoring agencies, advertising agencies, and all other agencies or persons as may be involved in or concerned with
the Issue, including any successors or replacements thereof, by way of commission, brokerage, fees or the like;
k) Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to the Stock Exchanges
and taking all such actions as may be necessary in connection with obtaining such listing, including, without limitation,
Page 221 of 412entering into the listing agreement with the Stock Exchanges;
l) Seeking, if required, the consent of the Company’s lenders, parties with whom the Company has entered into various
commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and
any other consents that may be required in connection with the Issue;
m) Submitting undertaking/certificates or providing clarifications to the SEBI and the Stock Exchanges;
n) Determining the price at which the Equity Shares are issued to investors in the Issue in accordance with Applicable
Laws, in consultation with the book running lead manager and/or any other advisors, and determining the discount, if
any, proposed to be issued to eligible categories of investors;
o) Determining the price band and minimum lot size for the purpose of bidding in accordance with applicable laws, any
revision to the price band and the final Issue price after bid closure;
p) Determining the bid/issue opening and closing dates;
q) Finalizing the basis of allocation of Equity Shares to retail investors/non-institutional investors/qualified institutional
buyers and any other investor in accordance with the applicable laws and in consultation with the book running lead
manager, the Stock Exchanges;
r) Opening with the bankers to the Issue, escrow collection banks and other entities such accounts as are required under
Applicable Laws;
s) To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic mode representing
the underlying equity shares in the capital of the Company with such features and attributes as may be required and to
provide for the tradability and free transferability thereof as per market practices and regulations, including listing on
one or more stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of the
aforesaid documents;
t) Severally authorizing Mr. Anupam Ghosh (“Authorized Officer”), for and on behalf of the Company, to execute and
deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the
Authorized Officer considers necessary, desirable or expedient, in connection with the Issue, including, without
limitation, engagement letters, memorandum of understanding, the listing agreement with the stock exchange, the
registrar’s agreement, the depositories’ agreements, the issue agreement with the book running lead manager (and other
entities as appropriate), the underwriting agreement, the syndicate agreement, the cash escrow agreement, the share
escrow agreement, confirmation of allocation notes, the advertisement agency agreement and any undertakings and
declarations, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse
expenses incurred in connection with the Issue, the book running lead manager, syndicate members, placement agents,
bankers to the Issue, registrar to the Issue, bankers of the Company, managers, underwriters, guarantors, escrow agents,
accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring agencies,
advertising agencies, and all such persons or agencies as may be involved in or concerned with the Issue including any
successors or replacements thereof; and any such agreements or documents so executed and delivered and acts, deeds,
matters and things done by any such Authorized Officer shall be conclusive evidence of the authority of the Authorized
Officer and the Company in so doing;
u) Severally authorizing the Authorized Officers to take any and all action in connection with making applications,
seeking clarifications and obtaining approvals (or entering into any arrangement or agreement in respect thereof) in
connection with the Issue, including, without limitation, applications to, and clarifications or approvals from the GoI,
the SEBI, the ROC, and the Stock Exchanges and that any such action already taken or to be taken is hereby ratified,
confirmed and/or approved as the act and deed of the Authorized Officer and the Company, as the case may be;
v) Severally authorizing the Authorized Officers, for and on behalf of the Company, to execute and deliver any and all
documents, papers or instruments and to do or cause to be done any and all acts, deeds, matters or things as any such
Authorized Officer may deem necessary, desirable or expedient in order to carry out the purposes and intent of the
foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds, matters and things
done or caused to be done by any such Authorized Officer shall be conclusive evidence of the authority of such
Authorized Officer and the Company in so doing and any such document so executed and delivered or acts, deeds,
matters and things done or caused to be done by any such Authorized Officer prior to the date hereof are hereby ratified,
confirmed and approved as the act and deed of the Authorized Officer and the Company, as the case may be; and
Page 222 of 412w) Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and all
acts, deeds, matters or things as the IPO Committee may deem necessary, desirable or expedient in order to carry out
the purposes and intent of the foregoing resolutions or the Issue; and any documents so executed and delivered or acts,
deeds, matters and things done or caused to be done by the IPO Committee shall be conclusive evidence of the authority
of the IPO Committee in so doing
COMPLIANCE WITH SME LISTING REGULATIONS
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Company
immediately upon the listing of Equity Shares of our Company on Emerge Platform of NSE.
KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees
of our Company. A brief detail about the Key Managerial Personnel and senior management of our Company are as
follows:
Name : Mr. Anupam Ghosh
Designation : Managing Director
Date of Appointment : May 15, 2024
Term of Office : 5 years
Expiration of Term : May 14, 2029
Previous Employment : M/s Anondita Healthcare (Proprietorship)
Overall Experience : 25 Years in Healthcare Products Industry.
Current Remuneration (FY 2025-26) : Rs. 5,00,000/- per month
Name : Mrs. Sonia Ghosh
Designation : Whole-Time Director
Date of Appointment : May 15, 2024
Expiration of Term : May 14, 2029
Previous Employment : N.A.
Overall Experience : 10 Years in administration and management in Healthcare Products
industry.
Current Remuneration (FY 2025-26) : Rs. 2,50,000/- per month
Name : Mr. Reshant Ghosh
Designation : Whole-Time Director
Date of Appointment : May 15, 2024
Expiration of Term : May 14, 2029
Previous Employment : N.A.
Overall Experience : 3 Years in marketing in Healthcare Products Industry.
Current Remuneration (FY 2025-26) : Rs. 2,50,000/- per month
Name : Sunita Naithani
Designation : Chief Financial Officer
Date of Appointment : May 15, 2024
Previous Employment : Senior Manager Finance, Republic of Property Private Limited
Page 223 of 412Overall Experience : 20 Years in finance industry.
Current Remuneration (FY 2025-26) : Rs. 1,05,000/- per month
Name : Nutan Agrawal
Designation : Company Secretary and Compliance Officer
Date of Appointment : May 15, 2024
Previous Employment : Practicing Company Secretary
Overall Experience : 5 Years as Practicing Company Secretary.
Current Remuneration : Rs. 75,000/- per month
Notes:
▪ All of our Key Managerial Personnel mentioned above are on the payroll of our Company as permanent
employees.
▪ There is no agreement or understanding with major shareholders, consumers, suppliers or others pursuant to
which any of the above-mentioned personnel was selected as a director or member of senior management.
▪ None of our Key Managerial Personnel has entered into any service contracts with our company and no benefits
are granted upon their termination from employment other that statutory benefits provided by our Company. However,
our Company has appointed certain Key Managerial Personnel for which our company has not executed any formal
service contracts; although they are abide by their terms of appointments.
FAMILY RELATIONSHIP BETWEEN KMP
Except as disclosed below, None of the KMP of the Company are related to each other as per section 2(77) of the
Companies Act, 2013.
Sr. No. Name of KMP Relationship with other Director
Husband of Sonia Ghosh
1. Mr. Anupam Ghosh
Father of Reshant Ghosh
Wife of Anupam Ghosh
2. Mrs. Sonia Ghosh
Mother of Reshant Ghosh
3. Mr. Reshant Ghosh Son of Anupam Ghosh and Sonia Ghosh
BONUS AND/ OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL
Our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL
None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
Except the following, none of our Key Managerial Personnel is holding any Equity Shares in our Company as on the
date of this Prospectus:
Page 224 of 412S. No. Name of the Designation No. of Equity % of pre-issue paid up Share
KMP(s) Shares Capital
1. Mr. Anupam Ghosh Managing Director 1,11,60,591 83.95%
2. Mrs. Sonia Ghosh Whole-Time Director 2 Negligible
3. Mr. Reshant Ghosh Whole-Time Director 2 Negligible
INTEREST OF KEY MANAGERIAL PERSONNEL
None of our key managerial personnel have any interest in our Company other than to the extent of the remuneration
or benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of
expenses incurred by them during the ordinary course of business.
CHANGES IN OUR COMPANY’S KEY MANAGERIAL PERSONNEL DURING THE LAST THREE
YEARS
Following have been the changes in the Key Managerial Personnel (KMP) during the last three years:
Sr. No. Name of KMP(s) Date of Event Reason for Change
01. Mr. Anupam Ghosh May 15, 2024 Appointed as Managing Director
02. Mrs. Sonia Ghosh May 15, 2024 Appointed as Whole Time Director
03. Mr. Reshant Ghosh May 15, 2024 Appointed as Whole Time Director
Appointed as Company Secretary and
04. Mrs. Nutan Agrawal May 15, 2024
Compliance Officer
05. Mrs. Sunita Naithani May 15, 2024 Appointed as Chief Financial Officer
Note: Other than the above changes, there have been no changes to the key managerial personnel of our Company
that are not in the normal course of employment.
SCHEME OF EMPLOYEE STOCK OPTIONS OR EMPLOYEE STOCK PURCHASE
Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity
Shares to our employees.
LOANS TO KEY MANAGERIAL PERSONNEL
Except as provided in restated financial statement in the chapter “Financial Information” beginning on page 247 of
the Prospectus, there are no loans outstanding against the key managerial personnel as on the date of this Prospectus.
PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of
business, and the transactions as enumerated in the chapter titled “Financial Information” and the chapter titled “Our
Business” beginning on pages 247 and 159 respectively of this Prospectus, we have not paid/ given any benefit to
the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit
to any officer as on the date of this Prospectus.
RETIREMENT BENEFITS
Page 225 of 412Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of his employment in our Company.
(This space is left blank intentionally.)
Page 226 of 412OUR PROMOTERS
The Promoter(s) of our Company are:
S. No. Name Category No. of Shares
1. Mr. Anupam Ghosh Individual 1,11,60,591
2. Mrs. Sonia Ghosh Individual 2
3. Mr. Reshant Ghosh Individual 2
For details of the build-up of our promoters‟ shareholding in our Company, see section titled “Capital
Structure” beginning on page 80 of this Prospectus.
Brief Profile of Our Promoters is as under:
Name Mr. Anupam Ghosh
Mr. Anupam Ghosh, aged 55 years, is the Managing Director and Promoter of our
company. He has been appointed as the Director of our Company since its
incorporation i.e. March 12, 2024. Further, he was redesignated as the Managing
Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed
at the Extra Ordinary General Meeting of our company held on May 15, 2024.
Mr. Anupam Ghosh has over 25 years of experience in the healthcare products
industry. He started his entrepreneurial journey in the year 1999 by packaging and
sale of contraceptives and gloves, via his proprietorship firm namely M/s
Healthcare Products. Thereafter, in the year 2004, he set up his own
manufacturing plant for manufacturing condoms under this proprietorship
concern. In the year 2013, this proprietorship firm was renamed to “M/s Anondita
Healthcare”, which was taken over by our company in the year 2024. His skills
involve strategic planning & execution, product development & innovation and
overall business development.
Age 55 Years
Date of Birth 10/03/1969
Address C-6, Near D.M. Residence, Sector-27, Gautam Budhha Nagar, Uttar Pradesh-
201301.
Occupation Business
Experience He has an experience of 25 years in healthcare products industry.
No. of Equity Shares & %
Of Shareholding (Pre- 1,11,60,591 Equity Shares 83.95 % of the Pre -issue shareholding.
Issue)
Directorship & Indian Private Companies:
Other Ventures
1. Anondita Suncity Healthcare Private Limited.
2. Anondita Latex Products (India) Private Limited.
3. Anondita Healthcare Products Private Limited.
4. Anondita Exultia Healthcare Private Limited.
5. Anondita Healthcare Private Limited.
Indian Public Companies:
NIL
Section 8 Companies:
1. All India Condom Manufacturer Association.
Page 227 of 412Indian LLPs:
NIL
Partnerships:
1. M/s Anondita Healthcare
Name Mrs. Sonia Ghosh
Mrs. Sonia Ghosh, aged 50 years, is the Whole Time Director and Promoter of our
company. She has been appointed as the Director of our Company since its
incorporation i.e. March 12, 2024. Further, she was redesignated as the Whole
Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution
passed at the Extra Ordinary General Meeting of our company held on May 15,
2024.
She has diversified experience of 10 years in administrative activities and human
resources management. She started her journey as a director back in 2014 at one
of our group companies, Anondita Healthcare Products Private Limited & has
impeccable records of handling execution and administration within our other
group companies, where she is a director. She has experience in the areas of
leadership, organizational development, and human resource management.
Age 50 Years
Date of Birth 25/08/1974
Address C-6, Near D.M. Residence, Sector-27, Gautam Budhha Nagar, Uttar Pradesh-
201301.
Occupation Service
Experience She has an experience of 10 years in administration and management in healthcare
products industry.
No. of Equity Shares & %
Of Shareholding (Pre- 2 Equity Shares (0.001% of Pre issued paid up capital)
Issue)
Directorship & Indian Private Companies:
Other Ventures 1. Anondita Healthcare Private Limited.
2. Anondita Healthcare Products Private Limited.
3. Anondita Latex Products (India) Private Limited
Indian Public Companies:
NIL
Section 8 Companies:
NIL
Indian LLPs:
NIL
Partnerships:
1. M/s Anondita Healthcare
Page 228 of 412Name Mr. Reshant Ghosh
Mr. Reshant Ghosh, aged 28 years, is the Whole Time Director and Promoter
of our company. He has been appointed as the Director of our Company since its
incorporation i.e. March 12, 2024. Further, he was redesignated as the Whole
Time Director of our company w.e.f. May 15, 2024 via shareholder’s resolution
passed at the Extra Ordinary General Meeting of our company held on May 15,
2024.
Soon after joining the family business, Mr. Ghosh founded, our now subsidiary,
Anondita Healthcare and Rubber Product (India) Limited and has significantly
contributed to the marketing and sales division of the company. With 3 years of
experience in marketing, he specializes in analyzing market trends, developing
marketing strategies, establishing distribution networks, and engaging with
distributors and stockiest. Mr. Ghosh has successfully built a nationwide network
of distributors and retailers, enhancing product accessibility and driving sales
growth for the company.
Age 28 Years
Date of Birth 23/05/1996
Address C-6, Near D.M. Residence, Sector-27,Gautam Budhha Nagar, Uttar Pradesh-
201301.
Occupation Service
Experience He has an experience of 3 years in marketing in healthcare products industry.
No. of Equity Shares & %
Of Shareholding (Pre- 2 Equity Shares (0.001% of Pre issued paid up capital)
Issue)
Directorship & Indian Private Companies:
Other Ventures NIL
Indian Public Companies:
1. Anondita Healthcare and Rubber Products India Limited
Section 8 Companies:
NIL
Indian LLPs:
NIL
Relationship of Promoters with our Directors:
Except as disclosed below, none of our Promoter(s) are related to any of our Company’s Directors within the meaning
of Section 2 (77) of the Companies Act, 2013.
Sr. No. Name of the Promoter Name of the Director Relationship with the
Promoter
1. Mr. Anupam Ghosh Mrs. Sonia Ghosh Spouse
2. Mrs. Sonia Ghosh Mr. Anupam Ghosh Spouse
3. Mr. Reshant Ghosh Mr. Anupam Ghosh & Mrs. Sonia Ghosh Son
Page 229 of 412OTHER UNDERTAKINGS AND CONFIRMATIONS
• Our Company undertakes that the details of Permanent Account Number, Bank Account Number, Aadhar and
Passport Number of the Promoters will be submitted to the Emerge Platform of NSE, where the securities of our
Company are proposed to be listed at the time of submission of Prospectus.
• Our Promoters have confirmed that they have not been identified as willful defaulters.
• No violations of securities laws have been committed by our Promoters in the past or are currently pending against
them. None of our Promoters are debarred or prohibited from accessing the capital markets or restrained from
buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any
other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India
or abroad.
INTEREST OF PROMOTERS
Interest in promotion of Our Company
Our Promoters are interested in the promotion of our Company in their capacity as a shareholder of our Company
and having significant control over the management and influencing policy decisions of our Company.
Interest in the property of Our Company
The registered office of the Company situated at Flat No.704 Narmada Block, N6, Sec-D, Pkt-6 Vasant Kunj, New
Delhi, India, 110070. This office is owned by our Promoter Mr. Anupam Ghosh and taken on lease from him by our
Company.
The Corporate office/Manufacturing Unit of the Company situated at D-001, Sector-80, Noida-201305, Uttar
Pradesh is taken on lease by the company from Anondita Healthcare Products Private Limited one of the Group
Entity.
Except the above, none of our promoters is interested in the property of our company. Furthermore, our promoters
have no interest in any property acquired by our Company neither in the preceding two years from the date of this
Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Prospectus.
Our Promoters also do not have any interest in any transaction regarding the acquisition of land, construction of
buildings and supply of machinery, etc. with respect to our Company.
Interest as member of Our Company
Our Promoters hold 1,11,60,595 Equity Shares aggregating to 83.95% of pre-issue Equity Share Capital in our
Company and are therefore interested to the extent of their respective shareholding and the dividend declared, if any,
by our Company. Except to the extent of their respective shareholding in our Company and benefits provided to our
Promoter(s) given in the chapter titled ―Our Management beginning on page number 207 of this Prospectus, our
Promoters hold no other interest in our Company.
Interest as Director of our Company
Except as stated in the “Related Party Transactions” in the chapter ‘Financial Statement as Restated’ on page
number 247 of the Prospectus, our Promoters / Directors, may be deemed to be interested to the extent of fees, if
any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of
remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the
Page 230 of 412provisions of the Companies Act and in terms of our AOA.
Other ventures of our Promoters
Save and except as disclosed in the chapters titled “Our Group Entities” beginning on page 237 of the Prospectus,
there are no other ventures of our Promoters in which they have business interests/other interests.
Change in the control of Our Company
Our Promoters are the original promoters of our Company and there has been no change in the management or
control of our Company.
Litigation involving our Promoters.
For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled
“Outstanding Litigation and Material Developments” beginning on page 278 of this Prospectus.
Payment of benefits to our Promoters and Promoter Group during the last two years
Save and except as disclosed under “Statement of Related Party Transactions”, as Restated appearing in chapter
“Financial Information” beginning on page number 247 of the Prospectus, there has been no Payment or benefit to
promoters during the two (2) years preceding the date of filing of this Prospectus, nor is there any intention to pay
or give any benefit to our Promoters as on the date of this Prospectus.
Other Confirmations
As on the date of this Prospectus, our Promoters and members of our Promoter Group have not been prohibited by
SEBI or any other regulatory or governmental authority from accessing capital markets for any reasons. Further, our
Promoters were not and are not promoters or persons in control of any other company that is or has been debarred
from accessing the capital markets under any order or direction made by SEBI or any other authority. There is no
litigation or legal action pending or taken by any ministry, department of the Government or statutory authority
against our Promoters during the last five (5) years preceding the date of this Prospectus, except as disclosed under
chapter titled “Outstanding Litigation and Material Developments” beginning on page 278 of this Prospectus.
Our Promoters and members of our Promoter Group have neither been declared as a wilful defaulters nor as a fugitive
economic offender as defined under the SEBI (ICDR) Regulations, and there are no violations of securities laws
committed by our Promoters in the past and no proceedings for violation of securities laws are pending against our
Promoters.
Guarantees
Except as stated in the section titled "Financial Statements" beginning on page 247 of this Prospectus, there are no
material guarantees given by the Promoters to third parties with respect to specified securities of the Company as on
the date of this Prospectus.
Related Party Transactions
For details of related party transactions entered into by our Company, please refer to “Statement of Related Party
Transactions”, as Restated appearing in the section titled "Financial Statements" beginning on page 247 of the
Page 231 of 412Prospectus.
Information of our group companies
For details related to our group companies please refer “Our Group Entities” on page no. 237 of this Prospectus.
(This space is left blank intentionally.)
Page 232 of 412OUR PROMOTER GROUP
Our Promoters and Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations is as under
A. Natural Persons who form part of our Promoter Group:
The following natural persons being the immediate relatives of our Promoters in terms of the SEBI(ICDR)
Regulations 2018 form part of our Promoter Group:
Promoters Anupam Ghosh Sonia Ghosh Reshant Ghosh
Father Late Mr. S.K. Ghosh Late Mr. Manmohan Mr. Anupam Ghosh
Sharma
Mother Late Ms. Bharoti Ghosh *Mrs. Madhvi Sharma Mrs. Sonia Ghosh
Spouse Mrs. Sonia Ghosh Mr. Anupam Ghosh Mrs. Anisha Ghosh
Brothers - Late Mr. Sonu Ghosh -
Sister - - Ms. Anaya Ghosh
Son Mr. Reshant Ghosh Mr. Reshant Ghosh -
Daughters Ms. Anaya Ghosh Ms. Anaya Ghosh Ms. Sanaya Ghosh
Spouse Father Late Mr. Manmohan Late S.K. Ghosh Mr. Anil Sharma
Sharma
Spouse Mother Mrs. Madhvi Sharma Late Ms. Bharoti Ghosh Mrs. Roopa Sharma
Spouse Brother Late Mr. Sonu Sharma - -
Spouse Sister - - -
*Note: Madhvi Sharma has passed away on August 17, 2025.
B. Companies, partnership and proprietorship firms forming part of our Promoter Group are as follows:
Particulars Entity
Any body corporate in which 20% or more of the share 1. Anondita Exultia Healthcare Private Limited.
capital is held by the promoters or an immediate relative 2. Anondita Healthcare Products Private Limited
of the promoters or a firm or HUF in which the 3. Anondita Suncity Healthcare Private Limited
promoters or any one or more of his immediate 4. Anondita Healthcare Private Limited
relatives is a member. 5. All India Condom Manufacturer Association
6. Anondita Latex Products India Private Limited
Any body corporate in which a body corporate NA
(mentioned above) holds 20% of the total holding
Any Hindu Undivided Family or firm in which the M/s Anondita Healthcare (Partnership Firm)
aggregate share of the promoter and their relatives is
equal to or more than twenty per cent. of the total capital
COMMON PURSUITS OF OUR PROMOTERS
All our group entities namely, Anondita Healthcare Products Private Limited, Anondita Healthcare and Rubber
Products India Limited, Anondita Latex Products (India) Private Limited, Anondita Healthcare Private Limited and
M/s Anondita Healthcare (Partnership) have slightly similar objects as our company. In case of conflict of interest,
even minimal, may have an adverse effect on our business and growth. Hence, currently we have entered into a
non-compete agreement dated September 09, 2024 with our group entities. Further, we shall adopt the necessary
procedures and practices as permitted by law to address any conflict situations, as and when they may arise.
Page 233 of 412OUR SUBSIDIARIES
As on the date of this Prospectus, our company has 1 (one) Subsidiary:
ANONDITA HEALTHCARE AND RUBBER PRODUCTS INDIA LIMITED (FORMERLY ANONDITA
HEALTHCARE AND RUBBER PRODUCTS INDIA PRIVATE LIMITED)
Our company has a subsidiary company by the name of “Anondita Healthcare and Rubber Products India Limited”.
Our company acquired 100% shareholding in “Anondita Healthcare and Rubber Products India Limited” vide a
Share Purchase Agreement dated April 01, 2024, entered into between Anondita Healthcare and Rubber Products
India Limited (formerly Anondita Healthcare and Rubber Products India Private Limited) (First Party), Mr. Reshant
Ghosh and Mrs. Sonia Ghosh (Second Party) and our Company (Third Party).
Further, pursuant to the requirement of minimum seven members in a Deemed Public Limited Company as per the
applicable provisions of the Companies Act, 2013, our company had requested Ms. Sonia Ghosh and Mr. Reshant
Ghosh to transfer the Registered Ownership with respect to Four (4) Equity Shares to following persons and retain
the Registered Ownership with respect to Two (2) Equity Shares with themselves and transfer the Beneficial
Ownership to our company. Accordingly, the shareholding pattern after acquisition of the shares had been:
S.No. Name of Shareholder No. of Shares Held
1. Anondita Medicare Limited 9,994
2. Mr. Anupam Ghosh 1
3. Mr. Reshant Ghosh 1
4. Mrs. Sonia Ghosh 1
5. Ms. Anisha Ghosh 1
6. Ms. Sudha Sharma 1
7. Ms. Madhvi Sharma 1
Total 10,000
Thereafter, Anondita Healthcare and Rubber Products India Limited (formerly Anondita Healthcare and Rubber
Products India Private Limited) issued 1,176 new shares and the paid-up capital of the company was increased to
Rs.1,11,760 divided into 11,176 equity shares of the face value of Rs.10 each from Rs. 1,00,000 divided into 10,000
equity shares of the face value of Rs. 10 each.
Corporate Information
Anondita Healthcare and Rubber Products India Limited was originally incorporated as a private limited company
under the Companies Act, 2013 with the name and style of “Anondita Healthcare and Rubber Products India Private
Limited” bearing CIN U25209DL2021PTC384435 dated July 29, 2021. Subsequently, the Company was converted
into public limited company pursuant to a shareholders’ resolution passed at an Extraordinary General Meeting held
on July 04. 2024 and the name of our Company was changed to “Anondita Healthcare and Rubber Products India
Limited”, and a fresh Certificate of Incorporation dated, September 17, 2024, was issued by Registrar of Companies,
Central Processing Centre. The registered office of Anondita Healthcare and Rubber Products India Limited is
currently situated at Flat No.704, Narmada Blk N-6, Sec.-D Pkt-6, Vasant Kunj, New Delhi, India, 110070.
Main Objects of the Company
1. To carry on business as manufactures, seller, importer, exporter and trade in all kinds of high quality and non-
allergic female or malelatex contraceptives & condoms or elsewhere.
Page 234 of 412Board of Directors:
The Directors of Anondita Healthcare and Rubber Products India Limited as on July 31, 2025 are as follows:
S.No. Name of the Director Designation
1. Reshant Ghosh Director
2. Amartya Ghosh Director
3. Lakhinder Singh Additional Director
Shareholding Pattern
The Shareholding Pattern of Anondita Healthcare and Rubber Products India Limited as on July 31, 2025, is as
follows:
S. No. Name of the Shareholders No. of Shares % of total holding
1 Anondita Medicare Limited 9,994 88.98%
2 Mr. Anupam Ghosh 1 0.01%
3 Mr. Reshant Ghosh 1 0.01%
4 Mrs. Sonia Ghosh 1 0.01%
5 Ms. Anisha Ghosh 1 0.01%
6 Ms. Sudha Sharma 1 0.01%
7 Ms. Madhvi Sharma 1 0.01%
8 Mr. Raghav Karol 223 1.99%
9 M/s Indus Cosmeceuticals Private Limited 34 0.30%
10 Mr. Sandeep Aggarwal 10 0.09%
11 Mr. Deepak 56 0.50%
12 M/s Expertpro Reality Pvt. Ltd 112 1.00%
13 Mr. Sagar Jethalal Nishar 23 0.20%
14 M/s M/s RNR Wealth Management Private Limited 56 0.50%
15 Mr. Sagar P Bhrambhatt 112 1.00%
16 M/s Coral Pebble LLP 112 1.00%
17 Ms. Beena Jain 112 1.00%
18 Mr. Ajay C Sareen 23 0.20%
19 M/s Manoj Aggarwal HUF 112 1.00%
20 Mr. Amit Kumar Goyal 8 0.07%
21 Pawan Kumar Garg (HUF) 6 0.05%
22 Mr. Kanav Kapoor 23 0.20%
23 M/s Shisha Life Private Limited 11 0.10%
24 Sahil Modi HUF 5 0.04%
25 Ms. Kriti Bindal 11 0.10%
26 Ankita Agarwal 20 0.18%
27 Aakash Goyal HUF 5 0.04%
28 Mr. Amanveer Singh Attwal 89 0.79%
29 Mr. Ankit Aggarwal 7 0.06%
30 Ms. Anjani Kumar Goyal 6 0.05%
31 M/s Strategic Alpha Private Limited 56 0.50%
Total 11,232 100%
Page 235 of 412Financial Performance
(Amount in Rs. Lakhs)
Particulars FY 2025 FY 2024 FY 2023
Total Income 2,716.90 2,029.14 997.31
Profit/(Loss) after Tax 567.60 332.53 (328.51)
Equity Capital 1.12 1.00 1.00
Reserves & Surplus (excluding revaluation
1,076.14 19.17 (313.35)
reserves)
Net Worth 1,077.26 20.17 (312.35)
NAV per share (in rupees) 9,591.00 201.70 (3,123.50)
Earnings per share (EPS) (Basic & Diluted) 5,053.44 3,325.34 (3,285.14)
No. of Equity Shares of Rs. 10/- each (In
11,232 10,000 10,000
Numbers)
Page 236 of 412OUR GROUP ENTITIES
As per the Regulation 2 (t) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and on the
basis of Accounting Standard (AS) 21 (Consolidated Financial Statements) below mention are the details of
Companies / Entities are the part of our group entities. No equity shares of our group entities are listed on any of the
stock exchange, and they have not made any public or rights issue of securities in the preceding three years.
A. The Group Companies of our Company are as follows:
1. Anondita Healthcare and Rubber Products India Limited (formerly Anondita Healthcare and Rubber Products
India Private Limited)
2. Anondita Healthcare Products Private Limited
3. Anondita Latex Products (India) Private Limited
4. Anondita Healthcare Private Limited
5. M/s Anondita Healthcare (Partnership)
The details of our Group entities are provided as follows:
1. ANONDITA HEALTHCARE AND RUBBER PRODUCTS INDIA LIMITED (FORMERLY ANONDITA
HEALTHCARE AND RUBBER PRODUCTS INDIA PRIVATE LIMITED)
Corporate Information
Name Anondita Healthcare and Rubber Products India Limited
CIN U25209DL2021PLC384435
Date of Registration 29/07/2021
Registered office Flat No.704, Narmada Blk N-6, Sec.-D Pkt-6, Vasant Kunj, New Delhi- India, 110070
Main Object of the Company
To carry on the business as manufacturer, seller, importer, exporter and trade in all kind of high quality and non-
allergic female or male latex contraceptives & condoms.
Board of Directors
The Directors of Anondita Healthcare and Rubber Products India Limited as on July 31st 2025 are as follows:
S. No. Name of the Directors Designation
1. Mr. Reshant Ghosh Director
2. Mr. Amartya Ghosh Director
3. Mr. Lakhinder Singh Additional Director
Shareholding Pattern
The shareholding pattern of Anondita Healthcare and Rubber Products India Limited as on July 31st, 2025 is as
follows:
S. No. Name of the Shareholders No. of Shares % of total holding
1 Anondita Medicare Limited 9,994 88.98%
2 Mr. Anupam Ghosh 1 0.01%
3 Mr. Reshant Ghosh 1 0.01%
Page 237 of 4124 Mrs. Sonia Ghosh 1 0.01%
5 Ms. Anisha Ghosh 1 0.01%
6 Ms. Sudha Sharma 1 0.01%
7 Ms. Madhvi Sharma 1 0.01%
8 Mr. Raghav Karol 223 1.99%
9 M/s Indus Cosmeceuticals Private Limited 34 0.30%
10 Mr. Sandeep Aggarwal 10 0.09%
11 Mr. Deepak 56 0.50%
12 M/s Expertpro Reality Pvt. Ltd 112 1.00%
13 Mr. Sagar Jethalal Nishar 23 0.20%
14 M/s M/s RNR Wealth Management Private Limited 56 0.50%
15 Mr. Sagar P Bhrambhatt 112 1.00%
16 M/s Coral Pebble LLP 112 1.00%
17 Ms. Beena Jain 112 1.00%
18 Mr. Ajay C Sareen 23 0.20%
19 M/s Manoj Aggarwal HUF 112 1.00%
20 Mr. Amit Kumar Goyal 8 0.07%
21 Pawan Kumar Garg (HUF) 6 0.05%
22 Mr. Kanav Kapoor 23 0.20%
23 M/s Shisha Life Private Limited 11 0.10%
24 Sahil Modi HUF 5 0.04%
25 Ms. Kriti Bindal 11 0.10%
26 Ankita Agarwal 20 0.18%
27 Aakash Goyal HUF 5 0.04%
28 Mr. Amanveer Singh Attwal 89 0.79%
29 Mr. Ankit Aggarwal 7 0.06%
30 Ms. Anjani Kumar Goyal 6 0.05%
31 M/s Strategic Alpha Private Limited 56 0.50%
Total 11,232 100%
Financial Performance
Certain details of the financials of Anondita Healthcare and Rubber Products India Limited are set forth below:
(Amount in lakhs)
Particulars FY 2025 FY 2024 FY 2023
Total Income 2,716.90 2,029.14 997.31
Net Profit/ (Loss) 567.60 332.53 (328.51)
Share Capital 1.12 1.00 1.00
Reserve and Surplus 1,076.14 19.17 (313.35)
Net Worth 1,077.26 20.17 (312.35)
NAV per shares (in rupees) 9,591.00 201.70 (3,123.50)
Earnings Per Share (EPS) (in rupees) 5,053.44 3,325.34 (3,285.14)
No. of Equity Shares of Rs. 10/- each (in numbers) 11,232 10,000 10,000
2. ANONDITA HEALTHCARE PRODUCTS PRIVATE LIMITED
Corporate Information
Name Anondita Healthcare Products Private Limited
CIN U85100DL2014PTC274717
Date of Registration 29/12/2014
Page 238 of 412Registered office Flat No.704, Narmada Blk N-6, Sec.-D, Pkt-6 Vasant Kunj, New Delhi, India, 110070
Main Object of the Company
1. To carry on the business of manufacturers, refiners, processors, assemblers, fabricators, importers, exporters,
marketers, wholesalers, buyers, sellers, retailers, suppliers, packers, stockiest, representatives, agents, merchants,
distributors, concessionaires, of and otherwise deal in and carry on business in all kinds, forms and varieties of
scientific, medical, laboratory, biotech, life science, pharmacology, electrical, hydraulic, pneumatic, electronic,
thermal, sonic, ultrasonic, optical, surgical and surveying equipments and instruments, pharmaceuticals, drugs,
medicines, reagents, chemicals, intermediates, derivatives, formulations, compounds, medicinal, products,
disposable and non-disposable medical and surgical instruments, kits, apparatus, appliances, gloves, bags,
equipments, tubes and parts and accessories thereof.
2. To carry on the business of providing healthcare products, pharmaceuticals products, medical assistance,
establishing Medical Institutions, Medical Schools, Colleges, Dispensaries, Hospitals, Clinics, Laboratories and
to manufacture, develop, convert, sell, purchase, export, import or otherwise deal in and act as agents, distributors,
suppliers of all kinds of chemicals and their by-products, intermediates, derivatives, formulations and medical
compounds.
3. To carry on the business of processing of natural rubber latex into high quality latex concentrate and to carry on
the business of processing for improving the centrifugation of raw natural latex and to make latex processing
environment friendly through suitable processing technology and to develop serum from latex and to carry on the
business as manufacturer, seller, importer, exporter, and trade in all kind of high quality and non-allergic male
natural latex contraceptives & condoms, surgical gloves, examination gloves, latex surgical gloves and powder
free surgical gloves and Processing for improving the centrifugation of raw natural latex and to deal in and carry
on the business as manufacture, seller, importer, exporter, and trade in all kind of pharmaceuticals formulation,
and bulk medicines and chemicals and trading in similar products including all type of medicines and bio-chemical
and make latex processing environment friendly through suitable processing technology and to develop serum
from latex.
4. To carry on the business activities of manufacturing, trading, processing, job work of all kinds of testing laboratory
equipments, test & research of products & other allied activities etc.
Board of Directors
The Directors of Anondita Healthcare Products Private Limited as on July 31st 2025 are as follows:
S. No. Name of the Directors Designation
1. Mrs. Sonia Ghosh Director
2. Mr. Anupam Ghosh Director
Shareholding Pattern
The shareholding pattern of Anondita Healthcare Products Private Limited as on July 31st 2025 is as follows:
% of total
S. No. Name of the Shareholders No. of Shares
holding
1. Mrs. Sonia Ghosh 5,000 50%
2. Mr. Anupam Ghosh 5,000 50%
Total 10,000 100%
Financial Performance
Certain details of the financials of Anondita Healthcare Products Private Limited are set forth below:
Page 239 of 412(Amount in lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 870.99 574.33 1,508.78
Net Profit/ (Loss) 32.84 (6.59) 39.89
Share Capital 1.00 1.00 1.00
Reserve and Surplus 93.34 60.50 67.09
Net Worth 94.34 61.50 68.09
NAV per shares (in rupees) 943.4 615.00 680.87
Earnings Per Share (EPS) (in rupees) (Basic and
328.42 (65.87) 398.93
Diluted)
No. of Equity Shares of Rs. 10/- each (in numbers) 10,000 10,000 10,000
3. ANONDITA LATEX PRODUCTS (INDIA) PRIVATE LIMITED
Corporate Information
Name Anondita Latex Products (India) Private Limited
CIN U74900DL2014PTC267277
Date of Registration 31/03/2014
Registered office Flat No. 704, Narmada Block, Sector-D, Pocket-6, Vasant Kunj, New Delhi, India,
110070
Main Object of the Company
1. To carry on the business of processing of natural rubber latex into high quality latex concentrate.
2. To carry on the business of. Processing for improving the centrifugation of raw natural latex and to make latex
processing environment friendly through suitable processing technology and to develop serum from latex.
3. To carry on the business as manufacturer, seller, importer, exporter, and trade in all kind of high quality and non-
allergic male natural latex contraceptives & condoms, surgical gloves, examination gloves, latex surgical gloves
and powder free surgical gloves and Processing for improving the centrifugation of raw natural latex.
4. To deal in and carry on the business as manufacture, seller, importer, exporter, and trade in all kind of
pharmaceuticals formulation, and bulk medicines and chemicals and trading in similar products including all type
of medicines and bio-chemical and make latex processing environment friendly through suitable processing
technology and to develop serum from latex.
Board of Directors
The Directors of Anondita Latex Products (India) Private Limited as on July 31st 2025 are as follows:
S. No. Name of the Directors Designation
1. Mr. Anupam Ghosh Director
2. Mrs. Sonia Ghosh Director
Shareholding Pattern
The shareholding pattern of Anondita Latex Products (India) Private Limited as on July 31st 2025 is as follows:
S. No. % of total
Name of the Shareholders No. of Shares
holding
Page 240 of 4121. Mr. Anupam Ghosh 5,000 50%
2. Mr. Braj Kishore prasad 5,000 50%
Financial Performance
Certain details of the financials of Anondita Latex Products (India) Private Limited are set forth below:
(Amount in lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 1.13 0.97 0.92
Net Profit/ (Loss) 0.04 0.03 0.01
Share Capital 1.00 1.00 1.00
Reserve and Surplus (0.84) (0.87) (0.90)
Net Worth 0.16 0.13 0.10
NAV per shares (in rupees) 1.64 1.27 0.95
Earnings Per Share (EPS) (in rupees) 0.36 0.33 0.11
No. of Equity Shares of Rs. 10/- each (in numbers) 10,000 10,000 10,000
4. ANONDITA HEALTHCARE PRIVATE LIMITED
Corporate Information
Name Anondita Healthcare Private Limited
CIN U85110DL2009PTC193654
Date of Registration 28/08/2009
Registered office Flat No.704, Narmada Blk N-6, Sec.-D Pkt-6, Vasant Kunj, New Delhi- India, 110070
Main Object of the Company
To carry on the business as manufacturer, seller, importer, exporter and trade in all kind of high quality and non-
allergic male latex contraceptives & condoms, surgical gloves, examination gloves, latex surgical gloves and powder
free surgical gloves.
Board of Directors
The Directors of Anondita Healthcare Private Limited as on July 31st 2025 are as follows:
S. No. Name of the Directors Designation
1. Mr. Anupam Ghosh Director
2. Mr. Amartya Ghosh Director
3. Mr. Lakhinder Singh Director
4. Mrs. Sonia Ghosh Director
Shareholding Pattern
The shareholding pattern of Anondita Healthcare Private Limited as on July 31st, 2025 is as follows:
S. No. Name of the Shareholders No. of Shares % of total holding
1 Mr. Anupam Ghosh 32,35,000 99.54%
2 Mrs. Sonia Ghosh 3000 0.09%
4 Mr. Lakhinder Singh 500 0.02%
5 Mr. Raman Sethi 10,500 0.32%
5 Mrs. Madhavi Sharma 500 0.02%
Page 241 of 4126 Mr. Reshant Ghosh 500 0.02%
Total 32,50,000 100%
Financial Performance
Certain details of the financials of Anondita Healthcare Private Limited are set forth below:
(Amount in lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 172.00 940.70 1094.55
Net Profit/ (Loss) (337.23) 33.90 18.04
Share Capital 325.00 325.00 325.00
Reserve and Surplus (255.58) 81.66 47.75
Net Worth 69.42 406.66 372.75
NAV per shares (in rupees) 2.14 12.51 11.47
Earnings Per Share (EPS) (in rupees) 10.38 1.04 0.55
No. of Equity Shares of Rs. 10/- each (in numbers) 32,50,000 32,50,000 32,50,000
OTHER ENTITIES:
The details of our other group entities are provided as follows:
1. M/s ANONDITA HEALTHCARE (PARTNERSHIP)
Corporate Information
Name M/s Anondita Healthcare (Partnership)
Date of Registration 01/01/2022
PAN ABXFA1571G
Flat No.704, Narmada Blk N-6, Sec.-D Pkt-6, Vasant Kunj, New Delhi- India,
Registered office
110070
To carry on all the Business of manufacturing surgical gloves and condoms and
Nature of Business
such other allied products.
Partners of Anondita Healthcare
The Partners of M/s Anondita Healthcare as on July 31st 2025 are as follows:
S.No. Name of the Partners Designation
1. Mr. Anupam Ghosh Partner
2. Mrs. Sonia Ghosh Partner
Shareholding Pattern
The Shareholding Pattern of M/s Anondita Healthcare as on July 31st 2025, is as follows:
Page 242 of 412Name of the Shareholders % of profit sharing
Mr. Anupam Ghosh 75%
Mrs. Sonia Ghosh 25%
Financial Performance
Certain details of the financials of M/s Anondita Healthcare are set forth below:
(Amount in lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Partner’s Capital Contribution 680.11 1223.63 440.43
Revenue from Operation 4231.58 3000.53 1075.98
Profit/(Loss) 142.15 76.75 39.34
DECLARATIONS
• None of the entities in the Promoter Group Companies is restrained by any SEBI Order or have ever
become defunct.
• None of the entities in the Promoter Group Companies is listed at any Stock Exchange nor have such
entities made any public issue or right issue in the preceding three years.
• None of the entities in the Promoter Group Companies has become a sick company under the meaning of Sick
Industrial Companies (Special Provisions) Act, 1985 nor is under winding up or liquidation.
LITIGATIONS
For details on litigations and disputes pending against our Promoter Group and Group Companies please refer to the
section titled “Outstanding Litigations and Material Developments” on page 278 of the Prospectus.
DEFUNCT GROUP COMPANIES
There are no defunct Group Companies of our Company as on the date of this Prospectus.
UNDERTAKING / CONFIRMATIONS
Our Promoters and Group Companies confirm that they have not been declared as a willful defaulter by the RBI or
any other governmental authority and there have been no violations of securities laws committed by them or any
entities they are connected with in the past and no proceedings pertaining to such penalties are pending against them.
None of the Promoters or Promoter Group Companies or persons in control of the Promoters has been:
i) Prohibited from accessing the capital market under any order or direction passed by SEBI or any other
authority; or
ii) Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad. None
of the Promoters is or has ever been a promoter, director or person in control of any other company, which is
debarred from accessing the capital markets under any order or direction passed by the SEBI.
DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS
None of our promoters have disassociated themselves from the any entities/firms during the preceding three years.
OTHER DETAILS OF GROUP COMPANIES/ENTITIES:
1. There are no defaults in meeting any statutory/ bank/ institutional dues.
Page 243 of 4122. No proceedings have been initiated for economic offences against our Group Companies/Entities.
NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES
(a) In the promotion of our Company
None of our Group Companies have any interest in the promotion of our Company or any business interest or other
interests in our Company, except to the extent identified in Note 41 in chapter titled “Financial Information as
Restated” beginning on page 247 of this Prospectus.
(b) In the properties acquired or proposed to be acquired by our Company in the past 2 years before filing
the Prospectus with Stock Exchange
Our Group Companies do not have any interest in the properties acquired or proposed to be acquired by our
Company in the past 2 years before filing this Prospectus with Stock Exchange.
(c) In transactions for acquisition of land, construction of building and supply of machinery
None of our Group Companies is interested in any transactions for the acquisition of land, construction of buildings
or supply of machinery.
(This space is left blank intentionally.)
Page 244 of 412RELATED PARTY TRANSACTION
For details on related party transaction of our Company, please refer to “Note no. 41” of chapter titled ‘Financial
Information as Restated’ beginning on page 247 of this Prospectus.
(This space is left blank intentionally.)
Page 245 of 412DIVIDEND POLICY
Under the Companies Act, an Indian company pays dividends upon a recommendation by its Board of Directors
and approval by a majority of the shareholders, who have the right to decrease but not to increase the amount of
dividend recommended by the Board of Directors, under the Companies Act, dividends may be paid out of profits
of a company in the year in which the dividend is declared or out of the undistributed profits or reserves of the
previous years or out of both.
Our Company does not have a formal dividend policy. Any dividends to be declared shall be recommended by
the Board of Directors depending upon the financial condition, results of operations, capital requirements and
surplus, contractual obligations and restrictions, the terms of the credit facilities and other financing arrangements
of our Company at the time a dividend is considered, and other relevant factors and approved by the Equity
Shareholders at their discretion.
Dividends are payable within 30 days of approval by the Equity Shareholders at the Annual General Meeting of
our Company. When dividends are declared, all the Equity Shareholders whose names appear in the register of
members of our Company as on the “record date” are entitled to be paid the dividend declared by our Company.
Any Equity Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an
Equity Shareholder after the record date, will not be entitled to the dividend declared by our Company.
We have not declared dividend in any Financial Year.
(This space is left blank intentionally.)
Page 246 of 412SECTION VI – FINANCIAL INFORMATION
FINANCIAL STATEMENTS AS RESTATED
Particulars Page No.
Restated Standalone Financial Statements F-1 – F-25
Restated Consolidated Financial Statements F-26 - F-48
Page 247 of 412OTHER FINANCIAL INFORMATION
For Details on other financial information please refer to “Note 39” – “Statement of Ratios Analysis” under the
chapter titled Financial Statements as Restated beginning on page 247 of this Prospectus.
(This space is left blank intentionally.)
Page 248 of 412MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The following discussion is intended to convey management’s perspective on our financial condition and
results of operations for the financial year ended March 31, 2025 & March 31, 2024 , because our company
was incorporated as of March 12, 2024 and the financial year’s ended March 31, 2024, and March 31, 2023,
for the erstwhile sole proprietorship (M/s Anondita Healthcare) of our promoter, Mr. Anupam Ghosh, which
was subsequently acquired by our company vide BTA dated April 01, 2024. One should read the following
discussion and analysis of our financial condition and results of operations in conjunction with our chapter
titled “Financial Statements as Restated” on page 247 of the Prospectus. This discussion contains forward-
looking statements and reflects our current views with respect to future events and our financial performance
and involves numerous risks and uncertainties, including, but not limited to, those described in the section
entitled “Risk Factors” on page 28 of this Prospectus. Actual results could differ materially from those
contained in any forward-looking statements and for further details regarding forward-looking statements,
kindly refer the chapter titled “Forward-Looking Statements” on page 18 of this Prospectus. Unless otherwise
stated, the financial information of our Company used in this section has been derived from the Restated
Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise
stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Anondita
Medicare Limited, our Company. Unless otherwise indicated, financial information included herein are based
on our “Restated Financial Statements” for the Financial Years 2025, 2024 & 2023 included in this
Prospectus beginning on page 247 of this Prospectus.
Business Overview
Our Company is a manufacturer of male condoms with a variety of flavors, with our flagship product marketed
and sold under the brand “COBRA”. We have an installed production capacity of nearly 562 million condoms
per annum, as per certificate issued by JP Sood, Chartered Engineer, dated June 04, 2025. Further, to follow
sustainable production practices, our company uses CNG as a clean, environmentally friendly manufacturing
fuel for its manufacturing plant situated at D-001, Sector 80, Gautam Budh Nagar, Noida, Uttar Pradesh,
201301.
Our Promoter, Mr. Anupam Ghosh, started his journey into this industry in the year 1999, by undertaking
orders for the sale and packaging of condoms, via his proprietorship M/s Healthcare Products. Thereafter, in
2004 he set up his own condom manufacturing plant and started the manufacturing of condoms, under his
proprietorship M/s Healthcare Products. Subsequently, in 2013, the name of the proprietorship was changed
to M/s Anondita Healthcare. Later in 2024, the entire running business of this proprietorship, including all
assets and liabilities, was transferred to our company, Anondita Medicare Limited, vide Business Transfer
Agreement dated April 01, 2024.
Further, as we gained experience in the industry and having supplied our products to various pharma companies
for last many years, we decided to venture out in the market by launching our own brand of condoms under the
name of Cobra Condoms. Our new brand is 100% electronically tested showing attractive designs/pictures and
has different flavors like Strawberry, Mint, Chocolate, Butterscotch, Coffee, Bubblegum. We use export quality
packing material to uphold our standards and industry requirement. Encouraged by demand and overwhelming
responses from consumers we have also started the production of female condoms.
About the Promoter
Mr. Anupam Ghosh, aged 55 years, is the Managing Director and Promoter of our company. He has been
Page 249 of 412appointed as the Director of our Company since its incorporation i.e. March 12, 2024. Further, he was
redesignated as the Managing Director of our company w.e.f. May 15, 2024 via shareholder’s resolution passed
at the Extra Ordinary General Meeting of our company held on May 15, 2024. He has 25 years of experience
in the healthcare products industry. He started his entrepreneurial journey in the year 1999 by packaging and
sale of contraceptives and gloves, via his proprietorship firm namely M/s Healthcare Products. Thereafter,
in the year 2004, he set up his own manufacturing plant for manufacturing condoms under this proprietorship
concern. In the year 2013, this proprietorship firm was renamed to “M/s Anondita Healthcare”, which was
taken over by our company in the year 2024, vide Business Transfer Agreement dated April 01, 2024. His
skills involve strategic planning & execution, product development & innovation and overall business
development.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND STUB
PERIOD
As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of the
Company there have not arisen any circumstances since the date of the last financial statements as disclosed in
the Prospectus and which materially and adversely affect or is likely to affect within the next twelve months
except as follows:
• The Board of Directors of our Company has approved and passed resolution on October 14, 2024 to
authorize the Board of Directors to raise the funds by way of Initial Public Offering.
• The Shareholders of our Company has approved and passed resolution on October 17, 2024 to authorize
the company to raise the funds by way of Initial Public Offering.
• The Shareholders of our company appointed Mr. Anupam Ghosh as Managing Director, in the Extra
Ordinary General Meeting held on May 15, 2024.
• The shareholders of our Company appointed Mrs. Sonia Ghosh and Mr. Reshant Ghosh as Whole Time
Director’s in the Extra-Ordinary General Meeting held on May 15, 2024.
• The shareholders of our Company appointed Ms. Nishi Goel as Independent Director in the Extra-Ordinary
General Meeting held on May 15, 2024.
• The shareholders of our company appointed Mr. Lakhinder Singh as Non-Executive Non-Independent
Director and Mr. Gaurav Kumar as Independent Director in the Extra-Ordinary General Meeting held on
June 29, 2024.
• The Board of Directors of our company in its board meeting held on May 15, 2024 appointed Ms. Nutan
Agrawal as Company Secretary & Compliance Officer and Mrs. Sunita Naithani as Chief Financial Officer
of the Company.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk
Factor” beginning on page 28 of this Prospectus. Our results of operations and financial conditions are affected
by numerous factors including the following:
• Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign
countries, which affect national & international finance.
• Company’s results of operations and financial performance;
• Performance of Company’s competitors;
• Significant developments in India ‘s economic and fiscal policies;
• Failure to adapt to the changing needs of industry and in particular Façade industry, may adversely affect
our business and financial condition;
• Volatility in the Indian and Global capital market;
DISCUSSION ON CONSOLIDATED RESULT OF OPERATION
Page 250 of 412(Amount in Rs. Lakhs)
M/s Anondita Medicare
Anondita Medicare Limited
(Proprietorship)
For For
the the
fina fina
% ncial ncial
S.No % of
Particulars of year year
. For the financial year total % of total
total endi endi
ending 31st March 2025 inco income
inco ng ng
me
me 31st 31st
Mar Mar
ch ch
2024 2023
7699.07 99.8 4,64 99.7 3591
I Revenue from operations 99.38%
2% 3.21 4% .49
13.88 0.18 12.3 0.26 22.4
II Other Income 0.62%
% 3 % 8
7712.95 100. 4,65 100. 3613
III Total Income (I+II) 100.00%
00% 5.53 00% .97
IV Expenses:
49.6 3204 68.8 2803
Cost of Consumption 3,828.59 77.57%
4% .05 2% .25
686.80 8.90 182. 3.92 150.
Employee benefits expense 4.16%
% 40 % 22
291.09 3.77 340. 7.32 270.
Finance Costs 7.50%
% 61 % 97
Depreciation and Amortization 92.68 1.20 65.6 1.41 62.5
1.73%
Expenses % 6 % 7
618.46 8.02 347. 7.46 280.
Other expenses 7.75%
% 54 % 20
5,517.61 71.5 4,14 88.9 3567
Total Expenses (IV) 98.71%
4% 0.27 3% .21
2195.34 28.4
Profit before exceptional and
6% 515. 11.0 46.7
VII extraordinary items and tax 1.29%
26 7% 6
Exceptional and Extraordinary
- - - -
Items -
2195.34 28.4 515. 11.0 46.7
IX Profit before tax 1.29%
6% 26 7 % 6
551.25 7.15 133. 2.86 13.1
Current Tax 0.36%
% 06 % 3
2.43 0.03 (2.26 (0.05 (1.06
Deferred Tax (0.03)%
% ) )% )
Profit (Loss) for the period from 1641.66 21.2 384. 8.26 34.6
X 0.96%
continuing operations 8% 47 % 9
Earnings Per Share
-Basic NA NA
14.59
-Diluted NA NA
14.59
Page 251 of 412(This space is left blank intentionally.)
DISCUSSION ON STANDALONE RESULT OF OPERATION
(Amount in Rs. Lakhs)
Anondita Medicare Limited M/s Anondita Medicare (Proprietorship)
For the For the
For the financial financial
For the
financial % of year % of % of year % of
S.No. Particulars financial year
year ending total ending total total ending total
ending 31st
31st March income 31st income income 31st income
March 2024
2025 March March
2024 2023
Revenue from 99.82%
I 6,051.52 - - 4,643.21 99.74% 3591.49 99.38%
operations
II Other Income 36.38 0.18% - - 12.33 0.26% 22.48 0.62%
Total Income 100.00%
III 6,087.90 - - 4,655.53 100.00% 3613.97 100.00%
(I+II)
IV Expenses: -
Cost of
3,173.73 (0.95)% - - 3204.05 68.82% 2803.25 77.57%
Consumption
Employee
benefits 589.55 9.68% - - 182.40 3.92% 150.22 4.16%
expense
Finance Costs 289.46 4.75% - - 340.61 7.32% 270.97 7.50%
Depreciation
and
91.54 1.50% - - 65.66 1.41% 62.57 1.73%
Amortisation
Expenses
Other
499.80 8.21% 0.38 - 347.54 7.46% 280.20 7.75%
expenses
Total 4,644.07 76.28%
Expenses 0.38 - 4,140.27 88.93% 3567.21 98.71%
(IV)
Profit before
exceptional
VII and 1,443.84 23.72% (0.38) -
515.26 11.07% 46.76 1.29%
extraordinary
items and tax
Exceptional
- - - - - - - -
and
Page 252 of 412Extraordinary
Items
Profit before
IX 1,443.84 23.72% (0.38) - 515.26 11.07 % 46.76 1.29%
tax
Current Tax 361.15 5.93% - 133.06 2.86% 13.13 0.36%
Deferred Tax 2.71 0.04% (2.26) (0.05)% (1.06) (0.03)%
Profit (Loss)
for the period
X from 1,079.98 17.74% (0.3 8) - 384.47 8.26% 34.69 0.96%
continuing
operations
Earnings Per
Share
-Basic 9.60 (0.01) NA NA
-Diluted 9.60 (0.01) NA NA
Items for Restated Financial Statements
Our Significant Accounting Policies
For Significant accounting policies please refer to “Significant Accounting Policies", under the Chapter titled Restated
Financial Statements beginning on page 247 of the Prospectus.
Overview of Revenue & Expenditure
The following discussion on the results of operations should be read in conjunction with the Restated Financial
Statements for the Financial Year ended March 31st 2025 and March 31st 2024 for company and restated financial
statement s for the Sole proprietorship for the year ended on March 31, 2024 and March 31, 2023.
Our revenue and expenses are reported in the following manner:
Revenues
• Revenue from operations
Our revenue relies on the manufacturing and selling of condoms.
• Other Income
Other income includes profit arising from interest income of fixed income, foreign exchange fluctuation, rental
income, and duty drawback.
Expenditure
Our total expenditure primarily consists of the cost of consumption, employee benefit expenses, finance costs,
depreciation and amortization, and other expenses.
• Cost of Consumption
The cost of Consumption includes Cost of material consumed, changes in the stock of raw materials, changes in
the stock of work-in-progress, changes in the stock of raw materials, purchases during the year, and freight inward.
• Employment Benefit Expenses
Page 253 of 412Our employee benefits expense primarily comprises salaries and wages, conveyance expenses, staff and welfare
expenses, contributions to PF and ESI, and director’s remuneration.
• Finance Cost
Our finance cost includes interest expenses on secured loans, unsecured loans from banks and related parties, and
bank charges.
• Depreciation and Amortization Expenses
Depreciation and amortization expenses on fixed assets majorly include depreciation on plant & machinery,
vehicles, furniture and fixtures, computers, and office equipment.
• Other Expenses
Other Expenses majorly include Power & Fuel, Direct Manufacturing Expenses, Advertisement Expenses, Cartage
Outward, Printing and Stationery, Power & Fuel, and Other Expenses.
RESTATED CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,
2024 (BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS) (ANONDITA
HEALTHCARE PROPRIEORSHIP)
Revenues
• Total Income
Total income for the financial year 2024-25 stood at Rs. 7,712.95 Lakhs whereas in the financial year 2023-24, it
stood at Rs. 4,655.53 Lakhs representing an increase of 65.67%.
Reason: The increase in the total income of the company is due to a significant increase in the revenue of the
company, general growth in the business operations of the Company and an increase in other income.
• Revenue from operations
Net revenue from operations for the financial year 2024-2025 stood at Rs. 7,699.07 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 4,643.21 Lakhs representing an increase of 65.81%.
Reason: There’s an increase in “revenue from operation” because of an increase in the sale of condoms and
business growth.
Reason for increase in the sale of condoms are following:
1. As we began participating for 100% of the quantities in government tenders, this has led to an increase in
government sales in FY 2024–25 compared to FY 2023–24, as detailed below.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Sale of Products 3,453.22 1,980.03
Change 1,473.19
Year on Year Increase/(Decrease) 74.40%
• Other Income
Other income for the financial year 2024-2025 stood at Rs. 13.38 Lakhs whereas for the financial year 2023-24, it
Page 254 of 412stood at Rs. 12.33 Lakhs representing a increase of 12.60%.
Reason: There is an increase in ‘other income’ majorly because of duty drawback received, there is no such
income increase from the last year are as following:
Particulars FY 2024-25 FY 2023-24
Discount Received 4.81 -
Interest income on fixed deposits 3.95 11.44
Foreign exchange fluctuation (net) 1.36 0.63
• Total Expenses
Total expenses for the financial year 2024-2025 stood at Rs. 5,517.61 Lakhs whereas for the financial year 2023-
24, it stood at Rs. 4140.27 Lakhs representing an increase of 33.27%.
Reason: The increase in account of the increase in the cost of consumption, employee benefit expenses, and other
expenses due to increases in revenue from the operation of the company.
• Cost of Consumption
Cost of Consumption for the Financial Year 2024-2025, stood at Rs. 3,828.59 Lakhs whereas in the Financial Year
2023-2024 it stood at Rs. 3,204.05 Lakhs representing an increase of 19.49%.
Reason: There is an increase in the ‘cost of consumption’ due to increases in purchases during the year shown as
follows:
Particulars FY 2024-25 FY 2023-24
Opening Raw Material 122.24 102.78
Opening Work in Progress 504.84 424.86
Opening Stock of Finished Goods 446.41 220.01
Add: Purchases 3019.73 2,899.12
Add: Purchases of Stock in Trade 744.86 -
Add: Freight Inward 35.09 54.59
Add: Power & Fuel 219.19 117.11
Add: Designing Charges 1.36 4.45
Add: Repair (Machinery) 12.75 17.84
Add: Job Work 56.00 73.45
Less: Closing Raw Material (89.42) (122.24)
Less: Closing Stock of Finished Goods (585.02) (83.07)
Less: Closing Work in Progress (659.43) (504.84)
Total 3,828.59 3,204.05
• Employment Benefit Expenses
Employee benefit expenses for the financial year 2024-2025 stood at Rs. 686.80 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 182.40 Lakhs representing an increase of 276.52%.
Reason: There was an increase in ‘Employee benefit expenses’ because of mainly due to increase in Salaries &
wages, Director Remuneration and contribution to PF & ESI, as the company hired more employees and promoted
the old ones.
Page 255 of 412Particulars FY 2024-25 FY 2023-24
Salary & Wages Exp. 454.51 102.96
Contributions to provident and other funds 37.02 7.48
Director Remuneration 104.39 -
• Finance Cost
Finance costs for the financial year 2024-2025 stood at Rs. 291.09 Lakhs whereas for the financial year 2023-24,
it stood at Rs. 340.61 Lakhs representing a decrease of 14.54%.
Reason: This was primarily due to a decrease in Interest paid on unsecured loans. The company decrease it
unsecured loans amounting to Rs. 23.73 Lakhs in the financial year 2024-25 and also decrease in processing fees
in the FY 24-25.
• Depreciation and Amortization Expenses
The depreciation and amortization expenses for the financial year 2024-2025 stood at Rs. 92.68 Lakhs whereas for
the financial year 2023-24, they stood at Rs. 65.66 Lakhs representing an increase of 41.15%.
Reason: The depreciation expense increased during the year compared to the previous year due to higher asset
additions. In FY 2024–25, total additions amounted to Rs. 411.03 lakhs, compared to Rs. 44.60 lakhs in FY 2023–
24.
• Other Expenses
The other expenses for the financial year 2024-2025 stood at Rs. 618.46 Lakhs whereas for the financial year 2023-
24, it stood at Rs. 347.54 Lakhs representing an increase of 77.95%.
Reason: There is an increase in ‘Other expenses’ because of majorly increase in Advertisement Expenses, Cartage
Outward, late delivery charges, Rent and traveling and conveyance expenses, as shown below:
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Advertisement Expense 102.87 0.08
Y-o-Y increase/(decrease) -
Cartage Outward 64.46 26.92
Y-o-Y increase/(decrease) 139.45%
Late delivery charges 37.30 34.67
Y-o-Y increase/(decrease) 7.59%
Rent 59.55 3.54
Y-o-Y increase/(decrease) 1582.20%
Traveling and Conveyance 42.63 24.32
Y-o-Y increase/(decrease) 75.29%
• Restated Profit before Tax
The restated profit before tax for the financial year 2024-2025 stood at Rs. 2,195.34 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 515.26 Lakhs representing an increase of 326.06%.
Reason: The total income earned during the financial year 2024-25 increased by 65.67% while the total expenses
only rose by 33.27%.
(Amount in Lakhs)
Particulars FY 2024-25 FY 2023-24
Page 256 of 412Total Income 7,712.95 4,655.53
Less: Total Expenses (5,517.61) (4,140.27)
Profit before tax 2,195.34 515.26
• Tax Expenses
The Tax Expenses for the financial year 2024-25 stood at Rs. 553.67 Lakhs, out of which the Current Tax was Rs.
551.25 Lakhs and the Deferred Tax was Rs. 2.43 Lakhs. In the Financial Year 2023-24, it stood at Rs. 130.80 Lakhs,
out of which the current tax was Rs. 133.06 Lakhs and the deferred tax was Rs. (2.26) Lakhs, representing an
increase of 178.18%.
Reason: The tax expenses were increased due to an increase in profit before tax.
• Restated Profit after Tax
The restated profit after tax for the financial year 2024-2025 stood at Rs. 1,641.66 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 384.47 Lakhs representing an increase of 327.00%.
Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2024-25 FY 2023-24
Revenue from Operation 7,699.07 4,643.21
Change in % 65.81%
Total Cost 5,517.61 4,140.27
% Increase in Total Cost 33.27%
Profit after tax 1,641.66 384.47
Pat Margin in % 21.32% 8.28%
Increase in PAT Justification:
The increase in the profit after tax is attributed to:
1. The company's revenue increased by 30.33% in government sales, reaching Rs. 1,473.19 lakhs. This growth
contributed significantly to the overall increase in revenue.
2. The raw material is purchased in bulk which help the company to get bulk discount, which reduced our expenses
on the Cost of Goods Sold Expenses.
3. The company's R&D team is continuously working on improving the raw material formula for latex and other
chemicals used in condom production. This innovation has reduced material waste and lowered latex usage,
resulting in significantly lower production costs.
4. Effective cost control, resource optimization, and streamlined operations led to improved cost-effectiveness and
higher profit margins.
FISCAL YEAR ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,
2023 (BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS) (ANONDITA
HEALTHCARE PROPRIEORSHIP)
Revenues
Page 257 of 412• Total Income
Total income for the financial year 2023-24 stood at Rs. 4,655.53 Lakhs whereas in the financial year 2022-23, it
stood at Rs. 3,613.97 Lakhs representing an increase of 28.82%.
Reason: The increase in the total income of the company is due to a significant increase in the revenue of the
company, general growth in the business operations of the Company and an increase in other income.
• Revenue from operations
Net revenue from operations for the financial year 2023-2024 stood at Rs. 4,643.21 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 3,591.49 Lakhs representing an increase of 29.28%.
Reason: There’s an increase in “revenue from operation” because of an increase in the sale of condoms and
business growth.
Company – Reason for increase in the sale of condoms are following:
1. Previously we used to apply for 50% of the quantity provided in government tenders. We started participating
for 100% quantities. This shift contributed to a 29.28% increase in sales in FY 2023-24 compared to FY 2022-
23.
2. There was an approximate 9% increase in the prices of government orders in FY 2023-24 compared to FY
2022-23. This led to a rise in sales value, accompanied by an increase in margins
Particulars FY 2023-24 FY 2022-23
Sale of Products 4,643.21 3,591.49
Total 4,643.21 3,591.49
Year on Year Increase/(Decrease) 29.28%
3. Increase in the sale of condoms
Particulars FY 2023-24 FY 2022-23
Revenue from Condoms (in 4,538.31 3,121,25
Lakhs)
Qty Sold (Pcs No. in Crores) 20.49 15.73
Avg Rs. per unit 2.21 1.98
• Other Income
Other income for the financial year 2023-2024 stood at Rs. 12.33 Lakhs whereas for the financial year 2022-23, it
stood at Rs. 22.48 Lakhs representing a decrease of 45.16 %.
Reason: There is a decrease in ‘other income’ majorly because no rental income earned during the financial year
2024 and decrease in some miscellaneous income are as following:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Duty Drawback - 2.11
Rental Income - 7.20
Foreign exchange fluctuation (net) 0.63 3.26
Expenditure
Page 258 of 412• Total Expenses
Total expenses for the financial year 2023-2024 stood at Rs. 4,140.27 whereas for the financial year 2022-23, it
stood at Rs. 3,567.21 Lakhs representing an increase of 16.06%.
Reason: The increase in account of the increase in the cost of consumption, employee benefit expenses, and other
expenses due to increases in revenue from the operation of the company.
• Cost of Consumption
Cost of Consumption for the Financial Year 2023-2024, stood at Rs. 3204.05 Lakhs Whereas in the Financial Year
2022-23 it stood at Rs. 2803.25 Lakhs representing an increase of 14.30%.
Reason: There is an increase in the ‘cost of consumption’ due to increases in purchases during the year shown as
follows:
Particulars FY 2023-24 FY 2022-23
Opening Raw Material 102.78 129.09
Opening Work in Progress 424.86 318.37
Opening Stock of Finished Goods 220.01 242.13
Add: Purchases 2,899.12 2,582.45
Add: Freight Inward 54.59 45.57
Add: Power & Fuel 117.11 96.25
Add: Designing Charges 4.45 3.54
Add: Repair (Machinery) 17.84 38.46
Add: Job Work 73.45 95.04
Less: Closing Raw Material (122.24) (102.78)
Less: Closing Stock of Finished Goods (83.07) (220.01)
Less: Closing Work in Progress (504.84) (424.86)
Total 3,204.05 2,803.25
• Employment Benefit Expenses
Employee benefit expenses for the financial year 2023-2024 stood at Rs. 182.40 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 150.22 Lakhs representing an increase of 21.43%.
Reason: There was an increase in ‘Employee benefit expenses’ because of mainly due to increase in Salaries &
wages and contribution to PF & ESI, as the company hired more employees and promoted the old ones.
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Salary & Wages Exp. 102.96 69.83
Contributions to provident and other funds 7.48 5.47
• Finance Cost
Finance costs for the financial year 2023-2024 stood at Rs. 340.61 Lakhs whereas for the financial year 2022-23,
it stood at Rs. 270.97 Lakhs representing an increase of 25.70%.
Reason: This was primarily due to an increase in Interest paid on secured and unsecured loans. The company had
an opening balance of secured and unsecured loans amounting Rs. 2,266.27 in the financial year 2023-24 and
during the year company took further long-term loans causing interest expenses to rise while in the financial year
Page 259 of 4122022-23 the opening balance of loans were much less as compared to the financial year 2023-24 and further loans
taken nearly at the end of the financial year.
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Interest on Loans-Secured and Unsecured 314.81 244.78
Opening balance of secured and Unsecured loans 2,266.27 1,607.77
Further addition in loans during the year 135.02 658.50
• Depreciation and Amortization Expenses
The depreciation and amortization expenses for the financial year 2023-2024 stood at Rs. 65.66 Lakhs whereas for
the financial year 2022-23, they stood at Rs. 62.57 Lakhs representing an increase of 4.93%.
Reason: The depreciation charged on the opening WDV computer and software, furniture and fixtures, plant and
machinery, office equipment, and vehicles. Further, during the year, additional plant and machinery, office
equipment, and vehicles were also introduced by the company in the financial year 2023-24 and in the financial
year 2022-23. In the financial year 2023-24, the WDV of the fixed assets was higher as compared to the financial
year 2022-23.
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Opening balance 1,035.19 1,067.88
Addition 44.60 29.89
Deletion - -
Less - Depreciation (65.66) (62.57)
Ending balance of fixed assets 1014.13 1035.19
• Other Expenses
The other expenses for the financial year 2023-2024 stood at Rs. 347.54 Lakhs whereas for the financial year 2022-
23, it stood at Rs. 280.20 Lakhs representing an increase of 24.03%.
Reason: There is an increase in ‘Other expenses’ because of majorly increase in commission, professional fees,
late delivery charges, and traveling and conveyance expenses, as shown below:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Commission 52.53 39.86
Y-o-Y increase/(decrease) 31.77%
Professional fees 43.17 6.92
Y-o-Y increase/(decrease) 523.93%
Late delivery charges 34.67 20.84
Y-o-Y increase/(decrease) 66.33%
Insurance 15.57 10.40
Y-o-Y increase/(decrease) 49.73%
Traveling and Conveyance 24.32 19.83
Y-o-Y increase/(decrease) 22.64%
• Restated Profit before Tax
The restated profit before tax for the financial year 2023-2024 stood at Rs. 515.26 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 46.76 Lakhs representing an increase of 1001.93%.
Page 260 of 412Reason: The total income earned during the financial year 2023-24 increased by 28.82% while the total expenses
only rose by 16.06% however in the financial year 2022-23 total income rose by 55.38% while total expenses rose
by 69.37%. As a result, profit before tax for the FY 22-23 was decreased as compare to our normal margin rose
from the financial year 2022-23 to the financial year 2023-24.
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Total Income 4,655.53 3,613.97
Less: Total Expenses (4140.27) (3567.21)
Profit before tax 515.26 46.76
• Tax Expenses
The Tax Expenses for the financial year 2023-24 stood at Rs. 130.80 Lakhs, out of which the Current Tax was Rs.
133.06 Lakhs and the Deferred Tax was Rs. (2.26) Lakhs. In the Financial Year 2022-23, it stood at Rs. 12.07
Lakhs, out of which the current tax was Rs. 13.13 Lakhs and the deferred tax was Rs. (1.06) Lakhs, representing
an increase of 1083.69%.
Reason: The tax expenses were increased due to an increase in profit before tax.
• Restated Profit after Tax
The restated profit after tax for the financial year 2023-2024 stood at Rs. 384.47 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 34.69 Lakhs representing an increase of 1108.28%.
Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Revenue from Operation 4,643.21 3,591.49
Change in % 29.28%
COGS 3204.05 2803.25
% of COGS from Revenue 68.82% 77.57%
Increase in the Cost (%) 14.30%
Total Cost 4140.27 3567.21
% Increase in Total Cost 16.06%
Profit after tax 384.47 34.69
Pat Margin in % 8.28% 0.97%
Increase in PAT Justification:
The increase in the profit after tax is attributed to:
1. The revenue of the company was increased by 29.28 % and the Cost of Goods Sold also increased by 14.30%.
However, the COGS expense also decreased by 8.75 % due to which it directly impacted the PAT Margin of the
company.
2. The raw material are purchased in bulk which help the company to get bulk discount, which reduced our expenses
on the Cost of Goods Sold Expenses.
Page 261 of 4123. The company’s R&D team developed an optimized raw material composition formula for latex and other chemicals
used in condom production. This innovation reduced material waste and decreased latex consumption, which
significantly lowered production costs. As a result, our gross margins increased by 9.05%, leading to a decrease in the
cost of consumption.
4. In FY 2023-24, the prices of government orders increased by approximately 9% compared to FY 2022-23. This price
adjustment contributed to higher sales values and improved profit margins.
5. Effective cost control, resource optimization, and streamlined operations led to improved cost-effectiveness and
higher profit margins.
RESTATED STANDALONE FINANCIAL STATEMENTS
FISCAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,
2024 (BASED ON RESTATED STANDALONE FINANCIAL STATEMENTS) (ANONDITA HEALTHCARE
PROPRIEORSHIP)
Revenues
• Total Income
Total income for the financial year 2024-25 stood at Rs. 6,087.90 Lakhs whereas in the financial year 2023-24, it
stood at Rs. 4,655.53 Lakhs representing an increase of 30.77%.
Reason: The increase in the total income of the company is due to a significant increase in the revenue of the
company, general growth in the business operations of the Company and an increase in other income.
• Revenue from operations
Net revenue from operations for the financial year 2024-2025 stood at Rs. 6,051.52 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 4,643.21 Lakhs representing an increase of 30.33%.
Reason: There’s an increase in “revenue from operation” because of an increase in the sale of condoms and
business growth.
Reason for increase in the sale of condoms are following:
1. As we began participating for 100% of the quantities in government tenders, this has led to an increase in
government sales in FY 2024–25 compared to FY 2023–24, as detailed below.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Sale of Products 3,453.22 1,980.03
Change 1,473.19
Year on Year Increase/(Decrease) 74.40%
• Other Income
Other income for the financial year 2024-2025 stood at Rs. 36.38 Lakhs whereas for the financial year 2023-24, it
stood at Rs. 12.33 Lakhs representing a increase of 195.16 %.
Reason: There is an increase in ‘other income’ majorly because of interest received from the subsidiary, there is
no such income in the last year are as following:
(Amounts in Lakhs)
Page 262 of 412Particulars FY 2024-25 FY 2023-24
Interest Income from Subsidiary 29.68 -
Interest income on fixed deposits 3.95 11.44
Foreign exchange fluctuation (net) 1.36 0.63
Expenditure
• Total Expenses
Total expenses for the financial year 2024-2025 stood at Rs. 4644.07 Lakhs whereas for the financial year 2023-
24, it stood at Rs. 4140.27 Lakhs representing an increase of 12.17%.
Reason: The increase in account of the increase in the cost of consumption, employee benefit expenses, and other
expenses due to increases in revenue from the operation of the company.
• Cost of Consumption
Cost of Consumption for the Financial Year 2024-2025, stood at Rs. 3,173.73 Lakhs Whereas in the Financial Year
2023-2024 it stood at Rs. 3,204.05 Lakhs representing a decrease of 0.95%.
Reason: There is a decrease in the ‘cost of consumption’ due to development of a special composition formula,
got success and developed an optimized raw material composition formula for latex and other chemicals used in
condom production. This innovation reduced material waste and decreased latex consumption, which significantly
lowered production costs during the year shown as follows:
Particulars FY 2024-25 FY 2023-24
Opening Raw Material 122.24 102.78
Opening Work in Progress 504.84 424.86
Opening Stock of Finished Goods 83.07 220.01
Add: Purchases 3019.73 2,899.12
Add: Freight Inward 35.09 54.59
Add: Power & Fuel 219.19 117.11
Add: Designing Charges 1.36 4.45
Add: Repair (Machinery) 12.75 17.84
Add: Job Work 55.76 73.45
Less: Closing Raw Material (89.42) (122.24)
Less: Closing Stock of Finished Goods (131.44) (83.07)
Less: Closing Work in Progress (659.43) (504.84)
Total 3,173.73 3,204.05
• Employment Benefit Expenses
Employee benefit expenses for the financial year 2024-2025 stood at Rs. 589.55 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 182.40 Lakhs representing an increase of 223.21%.
Reason: There was an increase in ‘Employee benefit expenses’ because of mainly due to increase in Salaries &
wages, Director Remuneration and contribution to PF & ESI, as the company hired more employees and promoted
the old ones.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Salary & Wages Exp. 360.09 102.96
Page 263 of 412Contributions to provident and other funds 36.51 7.48
Director Remuneration 104.39 -
• Finance Cost
Finance costs for the financial year 2024-2025 stood at Rs. 289.46 Lakhs whereas for the financial year 2023-24,
it stood at Rs. 340.61 Lakhs representing a decrease of 15.02%.
Reason: This was primarily due to a decrease in Interest paid on unsecured loans. The company decrease it
unsecured loans amounting to Rs. 23.73 Lakhs in the financial year 2024-25.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Interest on Loans Unsecured 5.21 58.07
Processing Charges 13.65 23.66
• Depreciation and Amortization Expenses
The depreciation and amortization expenses for the financial year 2024-2025 stood at Rs. 91.54 Lakhs whereas for
the financial year 2023-24, they stood at Rs. 65.66 Lakhs representing an increase of 39.42%.
Reason: The depreciation expense increased during the year compared to the previous year due to higher asset
additions. In FY 2024–25, total additions amounted to Rs. 408.73 lakhs, compared to Rs. 44.60 lakhs in FY 2023–
24.
• Other Expenses
The other expenses for the financial year 2024-2025 stood at Rs. 499.80 Lakhs whereas for the financial year 2023-
24, it stood at Rs. 347.54 Lakhs representing an increase of 43.81%.
Reason: There is an increase in ‘Other expenses’ because of majorly increase in Advertisement Expenses, Cartage
Outward, late delivery charges, Rent and traveling and conveyance expenses, as shown below:
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Advertisement Expense 56.80 0.08
Y-o-Y increase/(decrease) -
Cartage Outward 59.33 26.92
Y-o-Y increase/(decrease) 120.44%
Late delivery charges 37.30 34.67
Y-o-Y increase/(decrease) 7.59%
Rent 42.48 3.54
Y-o-Y increase/(decrease) 1100.00%
Traveling and Conveyance 41.07 24.32
Y-o-Y increase/(decrease) 68.89%
• Restated Profit before Tax
The restated profit before tax for the financial year 2024-2025 stood at Rs. 1,443.84 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 515.26 Lakhs representing an increase of 180.21%.
Reason: The total income earned during the financial year 2024-25 increased by 30.77% while the total expenses
only rose by 12.17%.
Page 264 of 412(Amount in Lakhs)
Particulars FY 2024-25 FY 2023-24
Total Income 6,087.90 4,655.53
Less: Total Expenses (4,644.07) (4,140.27)
Profit before tax 1,443.84 515.26
• Tax Expenses
The Tax Expenses for the financial year 2024-25 stood at Rs. 363.85 Lakhs, out of which the Current Tax was Rs.
361.15 Lakhs and the Deferred Tax was Rs. 2.71 Lakhs. In the Financial Year 2023-24, it stood at Rs. 130.80 Lakhs,
out of which the current tax was Rs. 133.06 Lakhs and the deferred tax was Rs. (2.26) Lakhs, representing an
increase of 178.18%.
Reason: The tax expenses were increased due to an increase in profit before tax.
• Restated Profit after Tax
The restated profit after tax for the financial year 2024-2025 stood at Rs. 1,079.98 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 384.47 Lakhs representing an increase of 180.90%.
Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2024-25 FY 2023-24
Revenue from Operation 6,051.52 4,643.21
Change in % 30.33%
Total Cost 4,644.07 4140.27
% Increase in Total Cost 12.17%
Profit after tax 1,079.98 384.47
Pat Margin in % 17.85% 8.28%
Increase in PAT Justification:
The increase in the profit after tax is attributed to:
1. The company's revenue increased by 30.33% in government sales, reaching Rs. 1,473.19 lakhs. This growth
contributed significantly to the overall increase in revenue.
2. The raw material is purchased in bulk which help the company to get bulk discount, which reduced our expenses
on the Cost of Goods Sold Expenses.
3. The company's R&D team is continuously working on improving the raw material formula for latex and other
chemicals used in condom production. This innovation has reduced material waste and lowered latex usage,
resulting in significantly lower production costs.
4. Effective cost control, resource optimization, and streamlined operations led to improved cost-effectiveness and
higher profit margins.
FISCAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED STANDALONE FINANCIAL
Page 265 of 412STATEMENTS) FOR COMPANY
Revenue
• Total Income
The company earned zero total income as the company was incorporated as on 31st March 2024.
• Revenue from Operations
The company earned no revenue from operations as the company was incorporated as on 31st March 2024.
• Other Income
The company earned no income from sources other than core operations as the company was incorporated on 31st
March 2024.
Expenditure
• Total expenses
Total expenses include cost of goods consumed, employee benefit expenses, finance cost, depreciation and
amortization expenses, and other expenses.
• Cost of Consumptions
The company generated no revenue and hence no cost of consumption including changes in inventories of finished
goods, work-in-progress, and raw materials in the stub period 31st March 2024 at the time of incorporation.
• Finance Cost
The company earned no finance cost as the company was incorporated on 31st March 2024.
• Depreciation and amortization expense
The company earned no finance cost as the company was incorporated on 31st March 2024.
• Other Expenses
The company incurred expenses like preliminary expenses written off and statutory auditor’s remunerations by the
company at the time of incorporation amounting Rs. 0.38 lakhs.
• Profit before tax
The company ran no operation as of 31st March 2024 i.e. date of incorporation, the company only incurred statutory
expenses for compliance related to incorporation hence company was in a loss of Rs. 0.38 lakhs.
• Tax Expenses
The company incurred no tax expenses as the company was incorporated on 31st March 2024.
• Profit after tax
The profit after tax was amounted Rs. (0.38) lakhs.
FISCAL YEAR ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,
2023 (BASED ON RESTATED STANDALONE FINANCIAL STATEMENTS) (ANONDITA HEALTHCARE
Page 266 of 412PROPRIEORSHIP)
Revenues
• Total Income
Total income for the financial year 2023-24 stood at Rs. 4,655.53 Lakhs whereas in the financial year 2022-23, it
stood at Rs. 3,613.97 Lakhs representing an increase of 28.82%.
Reason: The increase in the total income of the company is due to a significant increase in the revenue of the
company, general growth in the business operations of the Company and an increase in other income.
• Revenue from operations
Net revenue from operations for the financial year 2023-2024 stood at Rs. 4,643.21 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 3,591.49 Lakhs representing an increase of 29.28%.
Reason: There’s an increase in “revenue from operation” because of an increase in the sale of condoms and
business growth.
Reason for increase in the sale of condoms are following:
1. Previously we used to apply for 50% of the quantity provided in government tenders. We started participating
for 100% quantities. This shift contributed to a 29.28% increase in sales in FY 2023-24 compared to FY 2022-
23.
2. There was an approximate 9% increase in the prices of government orders in FY 2023-24 compared to FY
2022-23. This led to a rise in sales value, accompanied by an increase in margins
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Sale of Products 4,643.21 3,591.49
Total 4,643.21 3,591.49
Year on Year Increase/(Decrease) 29.28%
3. Increase in the Sale of Condoms
Particulars FY 2024 FY 2023
Revenue from Operations 4,538.31 3,121.25
Qty Sold (Pcs No. in Crores) 20.49 15.73
Avg per unit 2.21 1.98
• Other Income
Other income for the financial year 2023-2024 stood at Rs. 12.33 Lakhs whereas for the financial year 2022-23, it
stood at Rs. 22.48 Lakhs representing a decrease of 45.16 %.
Reason: There is a decrease in ‘other income’ majorly because no rental income earned during the financial year
2024 and decrease in some miscellaneous income are as following:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Duty Drawback - 2.11
Rental Income - 7.20
Foreign exchange fluctuation (net) 0.63 3.26
Page 267 of 412Expenditure
• Total Expenses
Total expenses for the financial year 2023-2024 stood at Rs. 4,140.27 whereas for the financial year 2022-23, it
stood at Rs. 3,567.21 Lakhs representing an increase of 16.06%.
Reason: The increase in account of the increase in the cost of consumption, employee benefit expenses, and other
expenses due to increases in revenue from the operation of the company.
• Cost of Consumption
Cost of Consumption for the Financial Year 2023-2024, stood at Rs. 3204.05 Lakhs Whereas in the Financial Year
2022-23 it stood at Rs. 2803.25 Lakhs representing an increase of 14.30%.
Reason: There is an increase in the ‘cost of consumption’ due to increases in purchases during the year shown as
follows:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Opening Raw Material 102.78 129.09
Opening Work in Progress 424.86 318.37
Opening Stock of Finished Goods 220.01 242.13
Add: Purchases 2,899.12 2,582.45
Add: Freight Inward 54.59 45.57
Add: Power & Fuel 117.11 96.25
Add: Designing Charges 4.45 3.54
Add: Repair (Machinery) 17.84 38.46
Add: Job Work 73.45 95.04
Less: Closing Raw Material (122.24) (102.78)
Less: Closing Stock of Finished Goods (83.07) (220.01)
Less: Closing Work in Progress (504.84) (424.86)
Total 3,204.05 2,803.25
• Employment Benefit Expenses
Employee benefit expenses for the financial year 2023-2024 stood at Rs. 182.40 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 150.22 Lakhs representing an increase of 21.43%.
Reason: There was an increase in ‘Employee benefit expenses’ because of mainly due to increase in Salaries &
wages and contribution to PF & ESI, as the company hired more employees and promoted the old ones.
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Salary & Wages Exp. 102.96 69.83
Contributions to provident and other funds 7.48 5.47
• Finance Cost
Finance costs for the financial year 2023-2024 stood at Rs. 340.61 Lakhs whereas for the financial year 2022-23,
it stood at Rs. 270.97 Lakhs representing an increase of 25.70%.
Reason: This was primarily due to an increase in Interest paid on secured and unsecured loans. The company had
Page 268 of 412an opening balance of secured and unsecured loans amounting Rs. 2,266.27 in the financial year 2023-24 and
during the year company took further long-term loans causing interest expenses to rise while in the financial year
2022-23 the opening balance of loans were much less as compared to the financial year 2023-24 and further loans
taken nearly at the end of the financial year.
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Interest on Loans-Secured and Unsecured 314.81 244.78
Opening balance of secured and Unsecured loans 2,266.27 1,607.77
Further addition in loans during the year 135.02 658.50
• Depreciation and Amortization Expenses
The depreciation and amortization expenses for the financial year 2023-2024 stood at Rs. 65.66 Lakhs whereas for
the financial year 2022-23, they stood at Rs. 62.57 Lakhs representing an increase of 4.93%.
Reason: The depreciation charged on the opening WDV computer and software, furniture and fixtures, plant and
machinery, office equipment, and vehicles. Further, during the year, additional plant and machinery, office
equipment, and vehicles were also introduced by the company in the financial year 2023-24 and in the financial
year 2022-23. In the financial year 2023-24, the WDV of the fixed assets was higher as compared to the financial
year 2022-23.
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Opening balance 1,035.19 1,067.88
Addition 44.60 29.89
Deletion - -
Less - Depreciation (65.66) (62.57)
Ending balance of fixed assets 1014.13 1035.19
• Other Expenses
The other expenses for the financial year 2023-2024 stood at Rs. 347.54 Lakhs whereas for the financial year 2022-
23, it stood at Rs. 280.20 Lakhs representing an increase of 24.03%.
Reason: There is an increase in ‘Other expenses’ because of majorly increase in commission, professional fees,
late delivery charges, and traveling and conveyance expenses, as shown below:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Commission 52.53 39.86
Y-o-Y increase/(decrease) 31.77%
Professional fees 43.17 6.92
Y-o-Y increase/(decrease) 523.93%
Late delivery charges 34.67 20.84
Y-o-Y increase/(decrease) 66.33%
Insurance 15.57 10.40
Y-o-Y increase/(decrease) 49.73%
Traveling and Conveyance 24.32 19.83
Y-o-Y increase/(decrease) 22.64%
• Restated Profit before Tax
The restated profit before tax for the financial year 2023-2024 stood at Rs. 515.26 Lakhs whereas for the financial
Page 269 of 412year 2023-24, it stood at Rs. 46.76 Lakhs representing an increase of 1001.93%.
Reason: The total income earned during the financial year 2023-24 increased by 28.82% while the total expenses
only rose by 16.06% however in the financial year 2022-23 total income rose by 55.38% while total expenses rose
by 69.37%. As a result, profit before tax for the FY 22-23 was decreased as compare to our normal margin rose
from the financial year 2022-23 to the financial year 2023-24.
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Total Income 4,655.53 3,613.97
Less: Total Expenses (4140.27) (3567.21)
Profit before tax 515.26 46.76
• Tax Expenses
The Tax Expenses for the financial year 2023-24 stood at Rs. 130.80 Lakhs, out of which the Current Tax was Rs.
133.06 Lakhs and the Deferred Tax was Rs. (2.26) Lakhs. In the Financial Year 2022-23, it stood at Rs. 12.07
Lakhs, out of which the current tax was Rs. 13.13 Lakhs and the deferred tax was Rs. (1.06) Lakhs, representing
an increase of 1083.69%.
Reason: The tax expenses were increased due to an increase in profit before tax.
• Restated Profit after Tax
The restated profit after tax for the financial year 2023-2024 stood at Rs. 384.47 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 34.69 Lakhs representing an increase of 1108.28%.
Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Revenue from Operation 4,643.21 3,591.49
Change in % 29.28%
COGS 3204.05 2803.25
% of COGS from Revenue 68.82% 77.57%
Increase in the Cost (%) 14.30%
Total Cost 4140.27 3567.21
% Increase in Total Cost 16.06%
Profit after tax 384.47 34.69
Pat Margin in % 8.28% 0.97%
Increase in PAT Justification:
The increase in the profit after tax is attributed to:
1. The revenue of the company was increased by 29.28 % and the Cost of Goods Sold also increased by 14.30%.
However, the COGS expense also decreased by 8.75 % due to which it directly impacted the PAT Margin of the
company.
2. The raw material are purchased in bulk which help the company to get bulk discount, which reduced our expenses
Page 270 of 412on the Cost of Goods Sold Expenses.
3. The company’s R&D team developed an optimized raw material composition formula for latex and other chemicals
used in condom production. This innovation reduced material waste and decreased latex consumption, which
significantly lowered production costs. As a result, our gross margins increased by 9.05%, leading to a decrease in the
cost of consumption.
4. In FY 2023-24, the prices of government orders increased by approximately 9% compared to FY 2022-23. This price
adjustment contributed to higher sales values and improved profit margins.
5. Effective cost control, resource optimization, and streamlined operations led to improved cost-effectiveness and
higher profit margins.
INFORMATION REQUIRED AS PER ITEM (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI
REGULATIONS:
1. Unusual or infrequent events or transactions:
Except as described in this Prospectus, during the periods under review there have been no transactions or events,
which in our best judgment, would be considered unusual or infrequent.
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations:
Other than as described in the section titled Risk Factors beginning on page 28 of this Prospectus, to our knowledge
there are no known significant economic changes that have or had or are expected to have a material adverse impact
on revenues or income of our Company from continuing operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations:
Other than as described in this Prospectus, particularly in the sections Risk Factors and Management’s Discussion
and Analysis of Financial Condition and Results of Operations on pages 28 and 249, respectively, to our
knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our
revenues or income from continuing operations.
4. Income and Sales on account of major product/main activities:
Income and sales of our Company on account of major activities derives from the business of sale of condoms to
our customers.
5. Future changes in relationship between costs and revenues, in case of events such as future increase in
marketing or advertisement costs or prices that will cause a material change are known:
Our Company’s future costs and revenues can be indirectly impacted by an increase in marketing and advertising
costs as the company is required to continuously advertise and market on various platforms to promote its products
with a view to increase its sale.
6. Future relationship between Costs and Income
Our Company’s future costs and revenues will be determined by competition, demand/supply situation, Indian
Government Policies, and interest rates quoted by banks & others.
7. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of
new products or services or increased sales prices.
Page 271 of 412Increases in our revenues are by and large linked to increases in the volume of business.
8. Total turnover of each major industry segment in which the issuer company operates
The Company operates in the Pharmaceutical & Biotechnology Industry. Relevant industry data, as available, has
been included in the chapter titled “Industry Overview” beginning on page 133 of this Prospectus.
9. Status of any publicly announced new products or business segments:
Our Company has not announced any new services and product and segment / scheme, other than as disclosed in
this Prospectus.
10. The extent to which the business is seasonal:
Our business is not seasonal and is not dependent on any particular season for the sale of our product.
11. Competitive Conditions
We face competition from existing and potential competitors, which is common for any business. Over a period of
time, we have developed certain competitive strengths.
(This space is left blank intentionally.)
Page 272 of 412INFORMATION REQUIRED AS PER ITEM (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI
REGULATIONS:
12. Unusual or infrequent events or transactions:
Except as described in this Prospectus, during the periods under review there have been no transactions or events,
which in our best judgment, would be considered unusual or infrequent.
13. Significant economic changes that materially affected or are likely to affect income from continuing
operations:
Other than as described in the section titled Risk Factors beginning on page 28 of this Prospectus, to our knowledge
there are no known significant economic changes that have or had or are expected to have a material adverse impact
on revenues or income of our Company from continuing operations.
14. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations:
Other than as described in this Prospectus, particularly in the sections Risk Factors and Management’s Discussion
and Analysis of Financial Condition and Results of Operations on pages 28 and 249, respectively, to our
knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our
revenues or income from continuing operations.
15. Income and Sales on account of major product/main activities:
Income and sales of our Company on account of major activities derives from the business of sale of condoms to
our customers.
16. Future changes in relationship between costs and revenues, in case of events such as future increase in
marketing or advertisement costs or prices that will cause a material change are known:
Our Company’s future costs and revenues can be indirectly impacted by an increase in marketing and advertising
costs as the company is required to continuously advertise and market on various platforms to promote its products
with a view to increase its sale.
17. Future relationship between Costs and Income
Our Company’s future costs and revenues will be determined by competition, demand/supply situation, Indian
Government Policies, and interest rates quoted by banks & others.
18. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of
new products or services or increased sales prices.
Increases in our revenues are by and large linked to increases in the volume of business.
19. Total turnover of each major industry segment in which the issuer company operates
The Company operates in the Pharmaceutical & Biotechnology Industry. Relevant industry data, as available, has
been included in the chapter titled “Industry Overview” beginning on page 133 of this Prospectus.
20. Status of any publicly announced new products or business segments:
Our Company has not announced any new services and product and segment / scheme, other than as disclosed in
this Prospectus.
21. The extent to which the business is seasonal:
Our business is not seasonal and is not dependent on any particular season for the sale of our product.
Page 273 of 41222. Competitive Conditions
We face competition from existing and potential competitors, which is common for any business. Over a period of
time, we have developed certain competitive strengths.
(This space is left blank intentionally.)
Page 274 of 412FINANCIAL INDEBTEDNESS
In terms of the Articles of Association of the Company, the Board is authorized to accept deposits from members
either in advance of calls or otherwise, and generally accept deposits, raise loans or borrow or secure the payment
of any sum of moneys to be borrowed together with the moneys already borrowed including acceptance of
deposits apart from temporary loans obtained from the Company‘s Bankers in the ordinary course of business,
exceeding the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart
for any specific purpose) or upto such amount as may be approved by the shareholders from time to time.
Our Company has obtained the necessary consents required under the relevant loan documentation with banks
and financial institutions for undertaking activities, such as change in its capital structure, change in its
shareholding pattern and change in promoter’s shareholding which has a possible change in the management
control of our Company.
As on March 31, 2025, our Company had total outstanding secured borrowings from banks and financial
institutions aggregating to Rs. 2,715.37 Lakhs and Unsecured Loan aggregating to Rs. 23.73 Lakhs, on a
consolidated basis as well as standalone basis and as per the certificate issued by M/s Jain Chopra & Company,
Chartered Accountants, dated August 11, 2025.
On the basis on Consolidated Restated Financial Statements
Secured
(Amount in Lakhs)
Name of Purpose of loan Loan Rate of Nature of Outstanding
persons/companies Amounts Interest Tenure as on March
31, 2025
Deutsche Bank AG Working capital (CC) 1,060.00 9.65% 1 year 948.03
Working capital loan 500 9.65% Up to 90 days
Deutsche Bank AG 486.95
(Bill discounting) revolving
Deutsche Bank AG Loan against property 80 9.90% 180 months 51.09
Deutsche Bank AG Loan against property 510 9.90% 180 months 325.73
IDFC Bank Limited Loan against property 312 9.85% 260 months 293.98
IDFC Bank Limited Loan against property 292 9.50% 180 months 291.26
IDFC Bank Limited Loan against property 197 9.70% 180 months 187.01
Oxyzo Financial 165 13.25%
Loan against property 60 months 100.19
Services Limited
Oxyzo Financial 10 13.25%
Loan against property 60 months 6.07
Services Limited
ICICI Bank Ltd. Vehicle Loan 15 8.50% 60 months 1.81
(Hector)
ICICI Bank Ltd. Vehicle Loan 28.91 8.50% 60 months 3.47
(Fortuner)
ICICI Bank Ltd. Vehicle Loan 6.8 8.41% 60 months 2.59
(Altroz)
ICICI Bank Ltd. (I Vehicle Loan 6.8 8.41% 60 months 2.59
ton)
ICICI Bank Ltd. Vehicle Loan 20.81 9.10% 60 months 14.59
Total 2715.37
Page 275 of 412Unsecured
(Amount in Lakhs)
Outstanding as
Name of Rate of Nature of
Purpose of loan Loan Amounts on March 31,
persons/companies Interest Tenure
2025
Moneywise Financial Business Loan 50.00 16.75% 36 months
10.22
Services Pvt. Ltd.
Anupam Ghosh (M.D) Business Loan 446.43 - - 13.51
Total 23.73
On the basis on Standalone Restated Financial Statements
Secured Loans
(Amount in Lakhs)
Name of Purpose of loan Loan Rate of Nature of Outstanding as
p ersons/companies Amounts Interest Tenure on March 31,
2025
Deutsche Bank AG Working capital (CC) 1,060.00 9.65% 1 year 948.03
Deutsche Bank AG Working capital loan 500 Up to 90
(Bill discounting) 9.65% days 486.95
revolving
Deutsche Bank AG Loan against property 80 9.90% 180 months 51.09
Deutsche Bank AG Loan against property 510 9.90% 180 months 325.73
IDFC Bank Limited Loan against property 312 9.85% 260 months 293.98
IDFC Bank Limited Loan against property 292 9.50% 180 months 291.26
IDFC Bank Limited Loan against property 197 9.70% 180 months 187.01
Oxyzo Financial Loan against property 165
13.25% 60 months 100.19
Services Limited
Oxyzo Financial Loan against property 10
13.25% 60 months 6.07
Services Limited
ICICI Bank Ltd. Vehicle Loan 15 8.50% 60 months
1.81
(Hector)
ICICI Bank Ltd. Vehicle Loan 28.91
8.50% 60 months 3.47
(Fortuner)
ICICI Bank Ltd. Vehicle Loan 6.8 8.41% 60 months
2.59
(Altroz)
ICICI Bank Ltd. (I ton) Vehicle Loan 6.8
8.41% 60 months 2.59
ICICI Bank Ltd. Vehicle Loan 20.81 9.10% 60 months 14.59
Total 2715.37
Unsecured Loans
(Amount in Lakhs)
Name of Rate of Nature of Outstanding as
Purpose of loan Loan Amounts
persons/companies Interest Tenure on March 31,
Page 276 of 4122025
Moneywise Financial Business Loan 50.00 16.75% 36 months
10.22
Services Pvt. Ltd.
Anupam Ghosh (M.D) Business Loan 446.43 - - 13.51
Total 23.73
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Page 277 of 412SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except, as stated in this section and mentioned elsewhere in this Prospectus there are no litigations including, but not
limited to suits, criminal proceedings, civil proceedings, actions taken by regulatory or statutory authorities or legal
proceedings, including those for economic offences, tax liabilities, show cause notice or legal notices pending against
our Company, Directors, Promoters, Group Companies or against another company or person/s whose outcomes could
have a material adverse effect on the business, operations or financial position of the Company and there are no
proceedings initiated for economic, civil or any other offences (including past cases where penalties may or may not
have been awarded and irrespective of whether they are specified under paragraph (a) of Part I of Schedule V of the
Companies Act, 2013) other than unclaimed liabilities of our Company, and no disciplinary action has been taken by
SEBI or any stock exchange against the Company, Directors, Promoters or Group Companies.
Further, except as disclosed below there are no:
a) litigation or legal actions, pending or taken, by any Ministry or department of the Government or a statutory authority
against our Promoters during the last five years immediately preceding the year of this Prospectus;
b) direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal
action;
c) pending proceedings initiated against our Company for economic offences;
d) default and non-payment of statutory dues by our Company;
e) inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous
companies’ law in the last five years against our Company, including fines imposed or compounding of offences done
in those five years;
f) Material frauds committed against our Company in the last five years immediately preceding the year of this
Prospectus;
g) pending litigations involving our Company, Directors, Promoter, Group Companies or any other person, as determined
to be material by the Company’s Board of Directors in accordance with the SEBI (ICDR) Regulations;
h) outstanding dues to creditors of our Company as determined to be material by our Company’s Board of Directors in
accordance with the SEBI (ICDR) Regulations and dues to small scale undertakings and other creditors.
For the purpose of material litigation in (g) above, our Board has considered and adopted the following materiality policy
on August 18, 2024, with regard to outstanding litigations to be disclosed by our Company in this Prospectus:
i) All criminal proceedings, statutory or regulatory actions and taxation matters, involving our Company, Promoter,
Directors or Group Company, as the case may be shall be deemed to be material;
ii) All pending litigation involving our Company, Promoter, Directors or Group Company, other than criminal
proceedings, statutory or regulatory actions and taxation matters, would be considered ‘material’ if the monetary amount
of claim by or against the entity or person in any such pending matter(s) is in excess of 5% of the revenue of the Company
as per the last audited standalone financial statements of the Company;
Page 278 of 412iii) Pre-litigation notices (other than those issued by governmental, statutory or regulatory authorities) received by our
Company, Promoters, Directors or Group Company shall not be evaluated for materiality until such time that any of our
Company, our Directors, as the case may be, is made a party to proceedings initiated before any court, tribunal or
governmental authority or any judicial authority, or is notified by any governmental, statutory or regulatory authority of
any such proceeding that may be commenced.
iv) As per the materiality policy adopted by the Board of our Company in its meeting held on August 18, 2024, creditors
of our Company would be considered as material if the outstanding dues to such creditors, to the extent quantifiable, is
in excess of 10% of the trade payables of our company as per the last audited standalone financial statements of the
Company.
v) where the monetary impact is not quantifiable or the amount involved may not exceed the materiality threshold set
out under (i) above, but an outcome in any such litigation would materially and adversely affect the Company’s business,
operations, cash flows, financial position or reputation of the Company.
Further, for outstanding dues to any party which is a micro, small or a medium enterprise ("MSME"), the disclosure will
be based on information available with our Company regarding status of the creditor as defined under Section 2 of the
Micro, Small and Medium Enterprises Development Act, 2006, as amended, as has been relied upon by the Statutory
Auditor.
All terms defined in a particular litigation disclosure pertain to that litigation only.
I. LITIGATIONS INVOLVING OUR COMPANY
A. CASES FILED BY OUR COMPANY
1. Litigation Involving Criminal Matters
1.1. M/s Anondita Healthcare Vs. Sanjeev Gaur and Ranjit Kumar Yadav: Complaint Case No. 40 of 2024
pending before the court of the Judicial Magistrate First Class at Boko district of Assam.
Our manager, Vijay Pratap Yadav, on behalf of our Company, had lodged a complaint with the superintendent of
Police in the district Kamrup, Guwahati, Assam (“Police”) dated September 25, 2021. Basis the said complaint, the
Police filled a First Information Report (“FIR”) vide FIR no. 826/2021 dated September 30, 2021, against Sanjeev
Gaur and Ranjit Kumar Yadav, a director and employee of Swear Healthcare Private Limited (“Accused”) for theft
of intellectual property, forgery, cheating, misappropriation of trust, and conspiracy related to our registered design
of a glove manufacturing machine. After concluding the investigation, the Police submitted a final report dated
September 30, 2023, explaining the reasons for not proceeding further with the investigation. Subsequently, our
Company filed a protest petition vide complaint no. 21/2024 in the court of the Judicial Magistrate First Class at
Boko district of Assam (“Court”), after which the Court vide order dated January 18, 2024, directed to submit a
complaint. Therein, our Company filed complaint case no. 40 of 2024 in the Court against the Accused and the
matter is currently pending. No further date has been scheduled for this matter
The Accused have filed the Criminal Petition No. 1526/2024 against The State of Assam & Anr. & the Company
and the Gauhati High Court has issued an order dated December 16, 2024, staying the proceedings of the complaint
case no. 40 of 2024. The Criminal Petition No. 1526/2024 is next listed to be heard on September 19, 2025, before
the Gauhati High Court.
Sanjeev Gaur and Ranjit Kumar Yadav Vs. the State of Assam and Vijay Pratap Yadav: Criminal Petition
No. 245 of 2022 pending before the Gauhati High Court.
The Accused have filed a criminal petition no. 245 of 2022 dated April 05, 2022, under Section 482 of the Code of
Criminal Procedure (“CrPC”) before the High Court of Gauhati for quashing of the aforementioned FIR. The High
Page 279 of 412Court of Guwahati has issued summons to the parties and the matter is currently pending. No further date has been
scheduled for this matter.
1.2. State of Uttar Pradesh Vs. Girdhar Das Agarwal: Complaint Case No. 121 of 2021 pending before the
court of the Chief Judicial Magistrate at Varanasi district.
Our manager, Manoj Singh, on behalf of M/s Anondita Healthcare, lodged a complaint dated December 22, 2021,
with the Police of district Kotwali, Kashi, Varanasi, Uttar Pradesh (“Police”) and basis the said complaint the Police
filled a First Information Report (“FIR”) bearing case crime no. 121/2021 against Girdhar Das Agarwal under
Section 420 of the Indian Penal Code, 1860, and Sections 18 and 27 of the Drugs and Cosmetics Act, 1948, for the
alleged illegal sale of fake condoms. After concluding the investigation, the Police submitted a final report dated
February 02, 2022, in the Court of Chief Judicial Magistrate of District Court, Varanasi. The court vide order dated
March 11, 2022, issued a summoning order.
Girdhar Das Agarwal Vs. State of U.P and Manoj Singh: Criminal Misc. Application No. 765 of 2024 pending
before the High Court of Judicature at Allahabad.
Subsequently, Girdhar Das Agarwal filed a petition no. 765 of 2024 dated December 21, 2023, under Section 482
of the Code of Criminal Procedure (“CrPC”) before the High Court of Judicature at Allahabad (“Court”), seeking
to quash case crime no. 121/2021 filed against him and to nullify the summoning order dated March 11, 2022. The
matter was last listed to be heard on November 14, 2024, on which date it was not taken up by the Court due to
paucity of time. No further date has been scheduled for the hearing of this matter.
1.3. M/s Anondita Healthcare and Anupam Ghosh Vs. Faiz Mohd. and others: Criminal Misc. Application
No. 1997 of 2024 pending before the High Court of Judicature at Allahabad.
Our Company and Anupam Ghosh ("Petitioners") filed a criminal miscellaneous petition under Section 340 of the
Code of Criminal Procedure (“CrPC”) before the High Court of Allahabad (“Court”), alleging that Faiz Mohammad
and four others (“Respondents”) forged the Petitioners' vakalatnama and affidavit to file miscellaneous petition no.
1997 of 2024 (“Impugned Petition”) under Article 227 of the Constitution of India against the Accused. The
Petitioners asserted that neither the Company nor Anupam Ghosh authorized the filing or institution of the
Impugned Petition. The Respondents have further misguided the Court and filed a false withdrawal application on
behalf of the Petitioners, based on which the Court has passed an order dated September 19, 2024, allowing the
withdrawal of the Impugned Petition (“Order”). The matter was last listed to be heard on August 06, 2025 when it
could not be taken up by the Court due to paucity of time. The matter is currently pending, and no further date has
been scheduled for this matter.
The Petitioners filed a Civil Misc. Recall Application No. 7 of 2024 dated September 29, 2024, before the Court,
with a prayer to recall the Order and restore the matter. By way of its order dated May 14, 2025, the Court has
recalled the Order and instructed that the proceedings under Section 340 of the CrPC will carry on as is.
1.4. Ashutosh Tiwari and others Vs. State of U.P and another.: Criminal Misc. Application No. 16712 of 2021
pending before the High Court of Judicature at Allahabad; and
Mohd. Faiz Vs. State of U.P and Another: Criminal Misc. Application No. 22099 of 2021 pending before the
High Court of Judicature at Allahabad.
On behalf of M/s Anondita Healthcare, our manager lodged a complaint dated January 27, 2016, with the Police of
Noida, Uttar Pradesh (“Police”) and basis the said complaint, the Police filled a First Information Report (“FIR”)
bearing 115 of 2016 on January 27, 2016, against Ashutosh Tiwari and others under sections 420, 467, 468, 471,
and 406 of the Indian Penal Code, 1860. After concluding the investigation, the Police submitted a chargesheet on
March 6, 2021, against the accused under sections 420 and 120-B of the IPC and Section 448 of the Companies
Page 280 of 412Act, 2013. The Chief Judicial Magistrate, Gautambudh Nagar, passed a cognizance order on April 17, 2021
(“Order”).
Subsequently, Ashutosh Tiwari, Ram Kishore Jhinguri Verma and Mohd. Imran have filed a criminal misc.
application no. 16712 of 2021 against the State of UP and our manager (“Respondents”); and Mohd. Faiz has filed
a criminal misc. application no. 22099 of 2021 against the Respondents, before the Hon’ble High Court of Allahabad
(“Court”) under S.482 of the Criminal Procedure Code, 1973 for quashing of the Order. The Court has granted an
interim stay via Order dated September 17, 2021. Both the matters are pending and were last listed to be heard by
the Court on December 22, 2023. No further date has been scheduled for the hearing of this matter.
The Company has changed its counsel for this matter and filed the vakalatnama and listing application before the
Court. The matter is currently pending, and no further date has been scheduled for this matter.
2. Litigation Involving Civil Matters
2.1 M/s Anondita Healthcare Vs State of Rajasthan and others; Civil Writ Petition No. 576 of 2021 pending
before the High Court of Rajasthan, Jaipur Bench.
Consequent to the tender dated February 08, 2019, granted to Anondita Healthcare (“Petitioner”) for supplying
special polymer surgical gloves (“Product”) to Rajasthan Medical Services Corporation Ltd (“RMSCL”), 3
purchase orders (collectively referred to as the “Disputed Purchase Orders”) were issued to the Petitioner. Due to
the onset of the COVID-19 pandemic, from December 2019 onwards and all the related restrictions, the Petitioner
was unable to import the required raw materials and chemicals from China and Malaysia as these countries had
stopped exports in order to fulfil their domestic demand which has increased due to COVID-19. As a result of this,
the Petitioner was unable to manufacture the Product, and the Disputed Purchase Orders could not be fulfilled.
RMSCL issued a show cause notice dated July 27, 2020 (“SCN”) to the Petitioner for non-supply of the Product
mentioned in the Disputed Purchase Orders and thereafter a penalty dated August 05, 2020, was imposed thereby
debarring the Petitioner from participating in the tender process of RMSCL for 1 year (“Penalty”). The Petitioner
filed an appeal against this Penalty, which was dismissed by the Medical, Health and Family Welfare Department,
Government of Rajasthan via order dated December 14, 2020. The Petitioner filed a Civil Writ Petition No. 576 of
2021 before the High Court of Rajasthan, Jaipur Bench (“Court”) challenging the SCN, Penalty and the order dated
December 14, 2020. The Court vide its order dated January 22, 2021, stayed the Penalty as well as the order dated
December 14, 2020. Subsequently, by way of its letter dated October 25, 2021, RMSCL also cancelled the Penalty,
thereby allowing the Petitioner to participate in the tender process for the Product.
The matter is currently pending to be heard on the cost and risk action to be taken against the Petitioner as per the
order dated August 05, 2020. The next date of hearing is November 19, 2025.
M/s Anondita Healthcare Vs State of Rajasthan and others; Civil Writ Petition No. 14485 of 2020 pending
before the High Court of Rajasthan, Jaipur Bench.
Further, a second show cause notice dated October 13, 2020, has also been issued to the Petitioners proposing a
penalty of debarment of 2 years (“2nd SCN”) in respect of the same Disputed Purchase Orders. The Petitioner has
filed a Civil Writ Petition No. 14485 of 2020 (“Writ Petition”) before the Court challenging the Penalty and the 2nd
SCN, The Hon’ble Court vide its order dated December 10, 2020, restrained the Respondents from taking any
coercive action against the Petitioner in pursuance of the 2nd SCN. The matter is currently pending and was last
listed to be heard on March 18, 2024, when it could not be taken up by the Court due to paucity of time. No further
date has been scheduled for the hearing of this matter.
2.2 M/s Anondita Healthcare Vs. Mohd. Faiz and others.: Civil Revision Petition No. 12 of 2023 pending
before the High Court of Rajasthan, Jaipur Bench; and
M/s Anondita Healthcare Vs. State of Rajasthan and others.; Civil Writ Petition No. 15486 of 2022 pending
before the High Court of Rajasthan, Jaipur Bench.
Page 281 of 412M/s Anondita Healthcare had engaged the services of Mohd. Faiz and Mohd. Imran (collectively “Manufacturers”)
to manufacture machines for making surgical gloves. The machines were to be made using the designs that were
the intellectual property of Anondita Healthcare. Swear Healthcare Pvt. Ltd. (“Swear Healthcare”) got a hold of
these designs and in collusion with the Manufacturers, manufactured and started using 2 machines to manufacture
and sell surgical gloves. A civil suit was filed by Anondita Healthcare and a permanent injunction preventing Swear
Healthcare from using the 2 machines was passed by the Court of the Senior Civil Judge, Gautam Buddha Nagar,
Uttar Pradesh. Since Swear Healthcare continued to use the said machines, Anondita Healthcare approached the
Court of the Civil Judge, Senior Division, Noida who passed an order for attachment of the 2 machines and
transferred the matter to court of the District Judge, Dholpur, Rajasthan (“Dholpur Court”), for attachment of the 2
machines. The Dholpur Court issued and executed warrants of attachment. Swear Healthcare filed an application
for the stay of these warrants of attachment with a prayer to release the machines on the grounds that the same had
been manufactured pursuant to agreements entered into by Swear Healthcare and are not based on the designs of
Anondita Healthcare. On November 11, 2022, the Dholpur Court passed an order for release of 1 of the 2 attached
machines (“Order”).
Thereafter, Swear Healthcare has filed a civil revision petition no. 273 of 2022 (Swear Healthcare Pvt. Ltd. Vs. M/s
Anondita Healthcare) against the Order, before the High Court of Rajasthan, Jaipur Bench (“Court”) with a prayer
to release the 2nd machine as well.
On the other hand, Anondita Healthcare has filed a civil revision petition no. 12 of 2023 (M/s Anondita Healthcare
Vs. Mohd. Faiz and Others), against the Order, before the Court, with a prayer to re-attach/re-seal the machine that
has been released by way of the Order.
Swear Healthcare Pvt. Ltd. Vs. M/s Anondita Healthcare: Civil Revision Petition No. 273 of 2022 pending
before the High Court of Rajasthan, Jaipur Bench.
Further, since Swear Healthcare continued to use the 2 machines and manufacture and provide gloves to RMSCL
on the basis of purchase orders issued by the latter, Anondita Healthcare has filed a Civil Writ Petition No. 15486
of 2022 before the Court, against the State of Rajasthan and others, with a prayer to direct RMSCL to withdraw the
tender and purchase orders granted to Swear Healthcare as the manufacturing is being done based on stolen
innovative designs which are solely the intellectual property of the Petitioner. In its order dated January 19, 2023,
the Court directed that this matter should be registered as a civil revision petition and listed along with the civil
revision petition no. 273 of 2022.
By way of its order dated April 21, 2025, the Court has allowed the civil revision petition no. 273 of 2022 and
dismissed the civil revision petition no. 12 of 2023 filed by the Company. The Court has also granted Swear
Healthcare the right to claim compensation which shall be decided by the Dholpur Court after hearing all parties.
2.3 M/s Anondita Healthcare and Another Vs. M/s Swear Health Care Private Limited and others: Ordinary
Suit No. 51 of 2022 pending before the Commercial Court, Gautam Budh Nagar.
Our Company and Anupam Ghosh (“Plaintiffs”) filed an Ordinary Suit No. 51 of 2022 against Swear Health Care
Private Limited, Ashutosh Tiwari, and Manish Pachori (“Defendants”) in the commercial court of Gautam Budh
Nagar, Noida (“Court”). The suit seeks to restrain the Defendants, along with their partners, directors, or
shareholders, as applicable, from using the Plaintiffs' Design Nos. 282643 (C-Track) and 282644 (Conveyor),
among other designs. The Plaintiffs have sought reliefs of inter alia a decree of damages amounting to INR 5,00,000
or any such amount found due in favour of the Plaintiffs, rendition of accounts to determine the profits earned by
the Defendants, and a decree of injunction for design infringement, accompanied by an application under Order 39,
Rule 1 & 2 of the Code of Civil Procedure, 1908. The Plaintiffs’ have reserved their rights to enhance their claim
amount at a later stage taking into account the Defendants’ total sales revenue for all the infringing products sold
during the entire period of infringement, which will be assessed after the trial takes place. The Court, in its order
dated August 4, 2023, granted an interim injunction, and the matter is currently pending, with the next hearing
scheduled for August 30, 2025.
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
Page 282 of 4124. Litigation Involving Tax Liabilities
(i) Direct Tax NIL
(ii) Indirect Tax NIL
B. CASES FILED AGAINST OUR COMPANY
1. Litigation Involving Criminal Matters NIL
2. Litigation Involving Civil Matters
2.1 Raj Industries Vs. M/s Anondita Healthcare and others: Civil Suit No. 607 of 2018 pending before the
Commercial Court, Gautam Budh Nagar, Uttar Pradesh.
Raj Industries (“Plaintiff”) filed a claim petition vide claim petition no. 20/2016 before the UP State MSME
Facilitation Council (“Facilitation Council”), Kanpur for claiming certain outstanding disputed payments from
Anondita Healthcare, however, the said Claim Petition was dismissed by the Facilitation Council.
Thereafter, the Plaintiff lodged a petition vide Plaint no. 607 of 2018 against Anondita Healthcare and others
(collectively the “Defendants”) before the Commercial Court at Gautam Buddha Nagar, Uttar Pradesh (“Court”)
claiming an amount of INR 20,63,719 along with Interest @24% per annum and INR 1,55,200 as legal fees. The
matter is currently pending and is next listed to be heard September 01, 2025.
The Company had a financial exposure of the amount claimed by the Plaintiff in the Petition amounting to
approximately INR 70,62,270 until March 31, 2025.
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities
(i) Direct Tax NIL
(ii) Indirect Tax NIL
II. LITIGATIONS INVOLVING OUR PROMOTERS
A. CASES FILED BY OUR PROMOTERS
1. Litigation Involving Criminal Matters
For details in relation to Criminal proceedings involving our Promoter, see “- Litigation involving our Company -
Cases filed by our Company – Litigation involving Criminal Matters” on page 279. Other than as described, as on
the date of this Prospectus, there are no criminal proceedings pending by the Promoters of our Company.
2. Litigation Involving Civil Matters NIL
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities NIL
B. CASES FILED AGAINST AGAINST OUR PROMOTERS
1. Litigation Involving Criminal Matters NIL
2. Litigation Involving Civil Matters NIL
Page 283 of 4123. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities NIL
III. LITIGATIONS INVOLVING OUR DIRECTORS (EXCLUDING OUR PROMOTERS)
A. CASES FILED AGAINST BY OUR DIRECTORS
1. Litigation Involving Criminal Matters NIL
2. Litigation Involving Civil Matters NIL
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities NIL
B. CASES FILED AGAINST AGAINST OUR DIRECTORS
1. Litigation Involving Criminal Matters NIL
2. Litigation Involving Civil Matters NIL
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities NIL
IV. LITIGATIONS INVOLVING OUR SUBSIDIARY
A. CASES FILED AGAINST BY OUR SUBSIDIARY
1. Litigation Involving Criminal Matters NIL
2. Litigation Involving Civil Matters NIL
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities NIL
B. CASES FILED AGAINST AGAINST OUR SUBSIDIARY
1. Litigation Involving Criminal Matters NIL
2. Litigation Involving Civil Matters NIL
3. Litigation Involving Action by Statutory or Regulatory Authorities NIL
4. Litigation Involving Tax Liabilities NIL
V. LITIGATIONS INVOLVING OUR GROUP COMPANIES WHICH MAY HAVE A MATERIAL IMPACT
ON OUR COMPANY
As on the date of this Prospectus, there is no pending litigation involving our Group Companies which will have a
material impact on our Company or the Offer, as applicable.
Page 284 of 412VI. OUTSTANDING DUES TO CREDITORS
In accordance with the Materiality Policy, a creditor shall be considered ‘material’ for disclosure in the
Prospectus, if the amount due to such creditor exceeds 10% of the consolidated trade payables as on March 31,
2025, (“Material Creditors”).
As of March 31, 2025, outstanding dues to Material Creditors, micro, small and medium enterprises and other
creditors, on a consolidated basis, is as follows:
(Amount in lakhs)
As at March 31st As at 31st March, As at 31st March,
Particulars
2025 2024 2023
Dues to Micro, Small and Medium 99.37 487.79 432.26
enterprises*
Dues to Other Creditors 253.21 12.88 22.97
Total 352.58 500.67 455.23
*As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
The details pertaining to outstanding dues to our creditors as at March 31, 2025, are available on the website of our
Company at http://www.anonditamedicare.com/. It is clarified that information provided on the website of our
Company is not a part of this Prospectus and should not be deemed to be incorporated by reference. Anyone placing
reliance on any other source of information, including our Company’s website http://www.anonditamedicare.com/
would be doing so at their own risk. For further details on the outstanding dues to our creditors, please refer to the
section titled “Financial Information” on page 247 of the Prospectus.
VII. MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE I.E MARCH 31,
2025
Except as disclosed in the section titled – Management’s Discussion and Analysis of Financial Condition and Results
of Operations of our Company beginning on page number 249 of this Prospectus, in the opinion of our Board, there
have not arisen, since the date of the last financial statements disclosed in this Prospectus, any circumstances that
materially or adversely affect or are likely to affect our profitability taken as a whole or the value of its assets or its
ability to pay its material liabilities within the next 12 months.
Further, we certify that except as stated herein above:
a. There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders,
banks, FIs by our Company, promoters, group entities, companies promoted by the promoters during the past three
years.
b. There are no cases pending against the Company or against any other Company in which Directors are interested,
whose outcome could have a materially adverse effect on the financial position of the Company.
c. There are no pending litigation against the Promoters/ Directors in their personal capacities and also involving
violation of statutory regulations or criminal offences.
d. There are no pending proceedings initiated for economic offences against the Directors, Promoters, Companies
and firms promoted by the Promoters.
e. There are no outstanding litigation, defaults etc. pertaining to matters likely to affect the operations and finances
of the Company including disputed tax liability or prosecution under any enactment.
f. The Company, its Promoters and other Companies with which promoters are associated have neither been
Page 285 of 412suspended by SEBI nor has any disciplinary action been taken by SEBI.
g. There is no material regulatory or disciplinary action by SEBI, stock exchange or regulatory authority in the past
five year in respect of our promoters, group company’s entities, entities promoted by the promoters of our company.
h. There are no status of criminal cases filed or any investigation being undertaken with regard to alleged commission
of any offence by any of our director’s. Further, none of our director’s have been charge-sheeted with serious crimes
like murder, rape, forgery, economic offences etc.
i. The issue is in compliance with applicable provision of Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulation 2018.
j. Neither the Company nor any of its promoters or directors is a willful defaulter.
(This space is left blank intentionally.)
Page 286 of 412GOVERNMENT AND OTHER APPROVALS
In view of the licenses / permissions / approvals / no-objections / certifications / registrations, (collectively
“Authorisations”) listed below, our Company can undertake this Issue and our current business activities and to the
best of our knowledge, no further approvals from any governmental or regulatory authority or any other entity are
required to undertake this Issue or continue our business activities. Unless otherwise stated, these approvals are all
valid as of the date of this Prospectus. It must be distinctly understood that, in granting these approvals, the GoI, the
RBI or any other authority does not take any responsibility for our financial soundness or for the correctness of any of
the statements made or opinions expressed in this behalf. For further details in connection with the regulatory and legal
framework within which we operate, please refer to the chapter titled “Key Industry Regulation and Policies” beginning
on page 187 of the Prospectus.
CORPORATE APPROVALS FOR THIS ISSUE
1. The Board of Directors have, pursuant to resolutions passed at its meeting held on October 14, 2024 has approved
the Issue, subject to the approval by the shareholders of the Company under Section 62 (1) (c) of the Companies
Act 2013.
2. The Shareholders have, pursuant to the resolution dated October 17, 2024 under section 62 (1) (c) of the
Companies Act 2013, authorized the Issue.
IN-PRINCIPLE APPROVAL
The Company has obtained approval from NSE vide its letter dated June 17, 2025 to use the name of NSE in this Offer
document for listing of equity shares on Emerge Platform of NSE. NSE is the Designated Stock Exchange.
AGREEMENTS WITH NSDL AND CDSL
1. The Company has entered into an agreement dated May 03, 2024 with the Central Depository Services (India)
Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is “Maashitla Securities Private
Limited” for the dematerialization of its shares.
2. The Company has also entered into an agreement dated May 06, 2024 with the National Securities Depository
Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is “Maashitla Securities Private Limited”
for the dematerialization of its shares.
3. The Company’s International Securities Identification Number (ISIN) is INE0VTV01012.
INCORPORATION DETAILS OF OUR COMPANY
Nature of Issuing Date of Date of
S.NO CIN
Registration/License Authority Issue Expiry
Registrar of
Certificate of Incorporation Companies,
Valid until
1. in the name of “Anondita U22193DL2024PLC428183 Central 12/03/2024
cancellation
Medicare Limited” Registration
Centre
Page 287 of 412Pursuant to the Business Transfer Agreement dated April 01, 2024, our Board has authorised the Company to acquire
and takeover the business of the erstwhile Sole Proprietorship i.e. ‘M/s Anondita Healthcare’.
TAX RELATED AUTHORISATIONS OF COMPANY
Registration
Date of
S.N. Authorization granted Issuing Authority No./Reference Validity
Issue
No./License No.
Income Tax
1. Permanent Account Number ABACA3332M 12/03/2024 Perpetual
Department, GoI
Tax Deduction Account Income Tax
2. DELA76426A 12/03/2024 Perpetual
Number Department, GoI
DETAILS OF GST REGISTRATION OF THE COMPANY
Central Goods and
GST Registration Certificate Valid until
1. Services Tax Act, 09ABACA3332M1ZO 13/04/2024
(Noida, Uttar Pradesh) cancellation
2017
Central Goods and
GST Registration Certificate Valid until
2. Services Tax Act, 07ABACA3332M1ZS 12/09/2024
(Delhi) cancellation
2017
BUSINESS RELATED CERTIFICATIONS
Our Company has received the following significant government and other approvals pertaining to our business:
Registration Date of
Authorization
S.NO Issuing Authority No./Reference Issue/Date of Valid upto
Granted
No./License No. Renewal
Udyam Ministry of Micro, Small
UDYAM-UP-28- Valid until
1. Registration and Medium Enterprise,
0117625 02/07/2024 cancellation
Certificate GOI
Directorate General of
Importer-Exporter Foreign Trade, Ministry of Valid until
2. ABACA3332M 03/07/2024
Code Commerce and Industry cancellation
(Government of India)
CDSCO (Central Drugs
Medical Device Valid until
3. Standard Control MFG/MD/2024/000575 09/08/2024
Licence cancellation
Organisation)
Medical Device
Quality BSCIC Certifications BN21409/20223
4. 18/07/2025 12/08/2028
Management Private Limited
System
Medical Device
Quality BSCIC Certifications BN22414/21338
5. 11/05/2024 26/09/2026
Management Private Limited
System
The Rubber Board,
License to acquire
6. Ministry of Commerce & M281543 29/04/2024 31/03/2027
Rubber
Industry, GOI
Page 288 of 412LABOUR LAW RELATED APPROVALS
Registration Date of
Authorization Valid
S.NO Issuing Authority No./Reference Issue/Date of
Granted upto
No./License No. Renewal
Registration under
Employees’ State Employees State Insurance
Valid until
1. Insurance Act, Corporation, Government 11001639950000999 12/03/2024
cancellation
1948 (ESIC) of India
(Delhi)
Registration under
Employees’ State
Employees State Insurance
Insurance Act, Valid until
2. Corporation, Government 67000345210000204 28/10/2010
1948 (ESIC) cancellation
of India
(Noida, Uttar
Pradesh)
Employees’
Employees' Provident Valid until
3. Provident Funds DSNHP3230333000 12/03/2024
Fund Organisation cancellation
Certificate (Delhi)
Certificate of
Factory Labour Department, Uttar
4. UPFA10002771 08/08/2024 31/12/2027
Registration and Pradesh
operation of factory
DETAILS OF SHOPS AND ESTABLISHMENT CERTIFICATIONS OBTAINED BY THE COMPANY
Registration Date of
Authorization Valid
S.NO Issuing Authority No./Reference Issue/Date
granted upto
No./License No. of Renewal
1. Registration under
The Uttar Pradesh
Labour Department,
Dookan aur Valid, till
Government of Uttar UPSA10734346 05/08/2024
Vanijya cancelled
Pradesh
Adhishthan
Adhiniyam, 1962
2, Registration
under Delhi Labour Department,
Valid, till
Shops and Government of National 2024153398 27/07/2024
cancelled
Establishments Capital Territory of Delhi
Act, 1954,
Intellectual Property Rights
For details, see “Our Business – Intellectual Property” on page 159 and for risks associated with intellectual property,
see “Risk Factors – If we are unable to obtain, protect or use our intellectual property rights, our business may be
adversely affected” (RF -19) on page 41.
Domain
Page 289 of 412For details, see chapter titled “Our Business – Domain” beginning on page 159 of this Prospectus.
Material licenses/Statutory Approvals for which our Company has applied for, which are required for the
proposed expansion.
Our Company do not have any pending licenses, permissions, and approvals from the Central and State Governments
and other government agencies/regulatory authorities/certification bodies which are applied for but not yet received,
except the following:
• Our Company has filed an application to the Employees’ Provident Fund Organization (“EPFO”), Noida, Uttar
Pradesh vide application dated May 09, 2024, for change in the status of the entity and change in name from our
erstwhile proprietorship, M/s Anondita Healthcare, to public limited company, Anondita Medicare Limited. Our
employee provident fund code no. is MRNOI0036823000, and our application is still pending with the EPFO.
• Our Company has filed an application with the Uttar Pradesh Pollution Control Board for amendment in the entity
name vide application dated August 20, 2024 against our previous certificates in the name of our erstwhile
proprietorship, Anondita Healthcare, bearing reference no. 195965/UPPCB/Noida(UPPCBRO)/CTE/NOIDA/2023
(Consent to Establish) and 201964/UPPCB/Noida(UPPCBRO)/CTO/both/NOIDA/2024 (Consent to Operate, and
Authorization) issued under the Water (Prevention & Control of Pollution) Act, 1974, and the Air (Prevention &
Control of Pollution) Act, 1981.
• Our Company has filed an application with the Fire Department, Noida, Uttar Pradesh for amendment in the entity
name vide application dated August 20, 2024, against our previous certificate in the name of our erstwhile
proprietorship, Anondita Healthcare, bearing reference number UPFS/2023/101501/GBN/GAUTAM BUDDH
NAGAR/24021/DD for fire no objection certificate.
IT MUST, HOWEVER BE, DISTINCTLY UNDERSTOOD THAT IN GRANTING THE ABOVE-
MENTIONED APPROVALS, THE CENTRAL GOVERNMENT, STATE GOVERNMENT, RBI AND
OTHER AUTHORITIES DO NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF
THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS.
(This space is left blank intentionally.)
Page 290 of 412OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
1. This Issue has been authorised by a resolution passed by our Board of Directors at its meeting held on
October 14, 2024.
2. The Shareholders of our Company have authorised this Issue by their Special Resolution passed pursuant
to Section 62 (1) (c) of the Companies Act, 2013, at its EGM held on October 17, 2024, and authorised the
Board to take decisions in relation to this Issue.
3. The Company has obtained approval from NSE vide its letter dated June 17, 2025 to use the name of NSE
in this Offer document for listing of equity shares on Emerge Platform of NSE. NSE is the Designated
Stock Exchange.
4. Our Board has approved this Prospectus through its resolution dated August 28, 2025.
5. We have also obtained all necessary contractual approvals required for this Issue. For further details,
refer to the chapter titled “Government and Other Approvals” beginning on page no. 287 of this Prospectus.
Prohibition by SEBI
Our Company, Directors, Promoters, members of the Promoter Group and Group Entities or the Director and
Promoter of our Promoter Companies, have not been prohibited from accessing or operating in the capital
markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI
or any other regulatory or governmental authority.
The companies, with which Promoters, Directors or persons in control of our Company were or are associated
as promoters, directors or persons in control of any other company have not been prohibited from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.
Prohibition by RBI or Governmental authority
Our Company, our Promoters or their relatives (as defined under the Companies Act) and our Group Entities
have confirmed that they have not been declared as wilful defaulters by the RBI or any other government
authority and there are no violations of securities laws committed by them in the past or no proceeding thereof
are pending against them.
Our directors have not been declared as wilful defaulter by RBI or any other government authority and there
have been no violation of securities laws committed by them in the past or no proceedings thereof are pending
against them.
Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018
In view of the General Circular No. 07/2018 dated September 6, 2018 and General Circular No. 8/ 2018 dated
September 10, 2018 issued by the Ministry of Corporate Affairs, Government of India, our Company, and our
Promoter Group will ensure compliance with the Companies (Significant Beneficial Ownerships) Rules, 2018,
Page 291 of 412as may be applicable to them.
Directors associated with the Securities Market
We confirm that none of our directors are associated with the securities market in any manner and no action has
been initiated against these entities by SEBI in the past five (5) years preceding the date of this Prospectus.
ELIGIBILITY FOR THIS ISSUE
Our Company is eligible for the Offer in accordance with Regulation 229(2) and other provisions of Chapter IX
of the SEBI (ICDR) Regulations, 2018 as the post Offer face value capital is More than Rs.1,000 Lakh, But
upto 2,500 Lakh. Our Company also complies with the eligibility conditions laid by the Emerge Platform of
NSE Limited for listing of our Equity Shares.
We confirm that:
a) In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Issue will be hundred percent
underwritten and that the BRLM to the Offer will underwrite at least 15% of the Total Issue Size. For
further details pertaining to said underwriting, please refer to chapter titled “General Information”
on page 71 of this Prospectus.
b) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total number
of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the entire application money
will be refunded forthwith. If such money is not repaid within four (4) days from the date our Company
becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of four
(4) days, be liable to repay such application money with interest as prescribed under Section 40 of the
Companies Act, 2013 and SEBI (ICDR) Regulations.
c) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, the BRLM shall ensure that the Issuer
shall file a copy of the Prospectus/ Prospectus with SEBI along with a due diligence certificate including
additional confirmations as required to SEBI at the time of filing the Prospectus/ Prospectus with the
Registrar of Companies.
d) In accordance with Regulation 261 of the SEBI (ICDR) Regulations, the BRLM will ensure compulsory
Market Making for a minimum period of three (3) years from the date of listing of equity shares offered in
this Issue. For further details of market making arrangement, please refer to the section titled “General
Information”, “Details of the Market Making Arrangements for this Issue” on page 7 of this Prospectus.
e) In accordance with Regulation 228 (a) of the SEBI (ICDR) Regulations, Neither the issuer, nor any of its
promoters, promoter group or directors are debarred from accessing the capital market by the Board.
f) In accordance with Regulation 228 (b) of the SEBI (ICDR) Regulations, none of the promoters or directors
of the issuer is a promoter or director of any other company which is debarred from accessing the capital
market by the Board.
g) In accordance with Regulation 228 (c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of its
promoters or directors is a wilful defaulter or fraudulent borrower.
h) In accordance with Regulation 228 (d) of the SEBI (ICDR) Regulations, None of the Issuer‘s promoters or
directors is a fugitive economic offender.
Page 292 of 412i) In accordance with Regulation 228 (e) of the SEBI (ICDR) Regulations, there are no outstanding convertible
securities or any other right which would entitle any person with any option to receive equity shares of the
issuer.
j) In accordance with Regulation 230 (1) (a) of the SEBI (ICDR) Regulations, Application is being made to
NSE Limited and NSE Limited is the Designated Stock Exchange.
k) In accordance with Regulation 230 (1) (b) of the SEBI (ICDR) Regulations, the Company has entered into
agreement with depositories for dematerialization of specified securities already issued and proposed to be
issued.
l) In accordance with Regulation 230 (1) (c) of the SEBI (ICDR) Regulations, all the present Equity share
Capital fully Paid Up.
m) In accordance with Regulation 230 (1) (d) of the SEBI (ICDR) Regulations, all the specified securities held
by the promoters are already in dematerialized form.
NSE ELIGIBILITY NORMS:
1. The Issuer should be a Company incorporated under the Companies Act, 2013/1956.
Our Company has been incorporated under the Companies Act, 2013 on March 12, 2024. Prior to this, our
company was being run as a Proprietorship concern by our current promoter, Mr. Anupam Ghosh from the
year 1999 onwards. Hence, our company satisfies the said requirement.
2. The post issue paid up capital of the company (face value) shall not be more than ₹ 25 crores.
The post issue paid up capital of the Company (face value) will not be more than Rs. 25 Crores.
3. Track Record:
a) The Company should have a track record of at least 3 (three) years.
Our Company was incorporated on March 12, 2024, under the provisions of Companies Act, 2013. Prior to
this, our company was being run as a Proprietorship concern by our current promoter, Mr. Anupam Ghosh
from the year 1999 onwards. Hence, our company satisfies the NSE eligibility criteria pertaining to track
record.
On the basis of restated financial statements:
(Amount in Rs. lakhs)
Particulars Standalone
2024-2025 2023-2024 2022-23
Net Profit as per Restated Standalone
1079.98 384.47 34.69
Financial Statement
b) The Company should have operating profit (earnings before interest, depreciation and tax) from
operations for at least 2 financial years preceding the application and that the Company has track record of
3 years & the net-worth of the Company should be positive.
(Amount in Rs. lakhs)
Particulars Standalone
Page 293 of 4122024-25 2023-2024 2022-23
Operating profit (earnings before interest,
1,788.46 909.21 357.83
depreciation and tax)
Net-worth 2,834.76 1,058.79 868.68
c) The company/entity should have positive Free cash flow to Equity (FCFE) for at least 2 out of 3 financial
years preceding the s.
(Amount in Rs. Lakhs)
Standalone
For the For the For the
Particulars Year Year Year
March 31, March 31, March 31,
2025 2024 2023
Net Cash flow from Operations 607.96 1054.88 (949.63)
Less- Purchase of Fixed Assets (net of sale proceeds of (698.61) (404.33) (29.89)
Fixed Assets)
Add- Net Total Borrowings (net of repayment) 337.81 135.02 658.50
Less- Interest expense x (1-T) (216.51) (254.15) (201.03)
Free cash flow to Equity (FCFE) 30.66 531.42 (522.05)
4. The company shall mandatorily facilitate trading in demat securities and enter into an agreement
with both the depositories.
To enable all shareholders of the Company to have their shareholding in electronic form, the Company had
signed the tripartite agreements with the Depositories and the Registrar and Share Transfer Agent. The
Company’s shares bear an ISIN: INE0VTV01012.
5. The company shall mandatorily have a website.
Our Company has a live and operational website is anonditamedicare.com.
Other Requirements
a) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
b) There is no winding up petition against the company that has been admitted by the Court and accepted by
a court or Liquidator has not been appointed.
c) There has been no change in the promoter/s of the Company in preceding one year from the date of filing
application to NSE India for listing on Emerge Platform of NSE India.
d) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority
in the past three years against the Company.
e) Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and
Bankruptcy Code, 2016.
f) None of the Directors of our Company have been categorized as a Willful Defaulter or fraudulent
borrowers.
g) The directors of the issuer are not associated with the securities market in any manner, and there is no
outstanding action against them initiated by the Board in the past five years.
Page 294 of 412We further confirm that we shall be complying with all the other requirements as laid down for such an Issue
under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and
guidelines issued by SEBI and the NSE Emerge.
OTHER DISCLOSURES
i. The issuer company is in compliance with The Companies Act, 2013 with respect to issuance of securities
since inception till the date of filing of Drat Red Herring Prospectus.
ii. There are no other agreements/ arrangements and clauses / covenants which are material and which need to be
disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which
have already disclosed in the offer document.
iii. If there are any conflict of interest between the suppliers of raw materials and third-party service providers
(crucial for operations of the company) and the company, Promoter, Promoter Group, Key Managerial
Personnel, Directors and subsidiaries / Group Company and its directors, the same should be disclosed at all
the relevant sections of the offer document.
iv. If there are any conflict of interest between the lessor of the immovable properties, (crucial for operations of
the company) and the company, Promoter, Promoter Group, Key should be disclosed at all the relevant sections
of the offer document.
v. No material clauses of Article of Association has been left out from disclosure having bearing on the
IPO/disclosure.
vi. There are no findings/observations of any of the inspections by SEBI or any other regulator which are material
and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision,
other than the ones which have already disclosed in the Offer Document.
COMPLIANCE UNDER REGULATION 300 OF SEBI(ICDR) REGULATIONS
No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations
with respect to the Issue.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE PROSPECTUS TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI.
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF
ANY SCHEME OR THE PROJECT FOR WHICH THIS OFFER IS PROPOSED TO BE MADE OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER NARNOLIA FINANCIAL SERVICES
LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE PROSPECTUS, THE BOOK RUNNING LEAD MANAGER, NARNOLIA
FINANCIAL SERVICES LIMITED, IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE
THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF
AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, NARNOLIA
Page 295 of 412FINANCIAL SERVICES LIMITED, SHALL FURNISH TO SEBI A DUE DILIGENCE CERTIFICATE
DATED DECEMBER 14, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF SECURITIES AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THE PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM
ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT
ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES
OR LAPSES IN THE PROSPECTUS.
DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD
MANAGER
Our Company, its Directors and the BRLM accept no responsibility for statements made otherwise than in this
Prospectus or in the advertisements or any other material issued by or at instance of our Company and anyone
placing reliance on any other source of information, including our website anonditamedicare.com &
narnolia.com would be doing so at his or her own risk.
Caution
The BRLM accepts no responsibility, save to the limited extent as provided in the Agreement for Issue
management, the Underwriting Agreement and the Market Making Agreement. Our Company, our Directors
and the BRLM shall make all information available to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever including at
road show presentations, in research or sales reports or at collection centers, etc. The BRLM and its associates
and affiliates may engage in transactions with and perform services for, our Company and their respective
associates in the ordinary course of business & have engaged and may in future engage in the provision of
financial services for which they have received, and may in future receive, compensation.
Investors who apply in this Issue will be required to confirm and will be deemed to have represented to
our Company and the Underwriter and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any
person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire
Equity Shares of our Company. Our Company and the BRLM and their respective directors, officers,
agents, affiliates and representatives accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire Equity Shares.
Disclaimer in Respect of Jurisdiction
This Issue is being made in India to persons resident in India including Indian nationals resident in India who
are not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India
and authorized to invest in shares, Mutual Funds, Indian financial institutions, commercial banks, regional rural
banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are
authorized under their constitution to hold and invest in shares, public financial institutions as specified in
Section 2(72) of the Companies Act, VCFs, state industrial development corporations, insurance companies
registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law)
with minimum corpus of Rs. 2,500 Lakh, pension funds with minimum corpus of Rs.2,500 Lakh and the
Page 296 of 412National Investment Fund, and permitted non-residents including FPIs, Eligible NRIs, multilateral and bilateral
development financial institutions, FVCIs and eligible foreign investors, provided that they are eligible under
all applicable laws and regulations to hold Equity Shares of the Company. The Prospectus does not, however,
constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to
whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this
Prospectus comes is required to inform him or herself about, and to observe, any such restrictions. Any dispute
arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in New Delhi only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that the Prospectus had been filed with NSE Emerge for its observations and
NSE Emerge gave its observations on the same. Accordingly, the Equity Shares represented hereby may not be
offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus
nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in
the affairs of our Company since the date hereof or that the information contained herein is correct as of any
time subsequent to this date.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each Applicant
where required agrees that such Applicant will not sell or transfer any Equity Shares or create any economic
interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the U.S Securities Act and in compliance with applicable laws, legislations
and Prospectus in each jurisdiction, including India.
Disclaimer Clause of the Emerge Platform of NSE
NSE Limited (NSE) has given vide its letter dated June 17, 2025 permission to this Company to use its name
in this offer document as one of the stock exchange on which this company‘s securities are proposed to be listed
on the Emerge Platform. NSE has scrutinized this offer document for its limited internal purpose of deciding on
the matter of granting the aforesaid permission to this Company. NSE Limited does not in any manner:-
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company‘s securities will be listed on completion of Initial Public Offer or will continue
to be listed on NSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoter, its management
or any scheme or project of this Company;
iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares
are offered by the Company and investors are informed to take the decision to invest in the equity shares of
the Company only after making their own independent enquiries, investigation and analysis. The price at
which the equity shares are offered by the Company is determined by the Company in consultation with
the Merchant Banker (s) to the issue and the Exchange has no role to play in the same and it should not for
any reason be deemed or construed that the contents of this offer document have been cleared or approved
by NSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do
so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE,
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
Page 297 of 412with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for
any other reason whatsoever.
v. NSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages
including loss of profits incurred by any investor or any third party that may arise from any reliance on
this offer document or for the reliability, accuracy, completeness, truthfulness or timeliness thereof.
vi. The Company has chosen the Emerge platform on its own initiative and at its own risk, and is responsible
for complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated
by NSE / other regulatory authority. Any use of the Emerge platform and the related services are subject to
Indian Laws and Courts exclusively situated in Mumbai.
DISCLAIMER CLAUSE UNDER RULE 144A OF U.S. SECURITIES ACT.
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended
(U.S. Securities Act) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S Persons (as defined in Regulation S), except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transaction
in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those
offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and application may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGER
For details regarding the price information and the track record of the past Issues handled by the BRLM to the
Issue as specified in Circular reference no. CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by the SEBI,
please refer to Annexure A to the Prospectus on the website of the BRLM at www.narnolia.com.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
BOOK RUNNING LEAD MANAGER
ANNEXURE-A
Disclosure of Price Information of Past Issues Handled by Merchant Banker
TABLE 1
S. Issuer Name Issue Issue Listing Openi +/-% +/-% +/-%
No. Size Price Date ng change in change in change in
(Rs. (Rs.) Price closing closing closing
in on price, [+/- price, [+/- price, [+/-
Cr.) Listin % change % change % change
g Date in closing in closing in
benchmark benchmar closing
]- k]- benchmar
30th 90th k]-
calendar calendar 180th
Page 298 of 412days from days from calendar
listing listing days from
listing
Initial Public Offering - Main Board
N.A.
Initial Public Offering – SME Exchange
1. 24.06 74 16 (20.30%) (17.92%) (1.44%)
Share Samadhan
September 73.05 (1.62%) (2.42%)
Limited (11.77%)
2024
2. Divyadhan Recycling 24.17 64 04 October 0.00% (14.23%) (50.54%)
84.00
Industries Limited 2024 (2.84%) (3.30%) (6.73%)
3. Pranik Logistics 22.47 77 17 October 0.06% (6.90%) (4.92%)
79.00
Limited 2024 (4.92%) (6.36%) (5.74%)
4. 98.44 168 31 October (28.63%) (39.12%) (56.59%)
Usha Financial
2024 164.00
Services Limited (0.31%) (4.31%) 0.54%
5. Sat Kartar Shopping 33.80 81 17 January 23.46% (9.42%) 19.56%
153.90
Limited 2025 (0.12%) 2.79% 8.66%
6. Mayasheel Ventures 27.28 47.00 27 June (5.52%)
58.00 N.A. N.A.
Limited 2025 (2.89%)
7. Ace Alpha Tech 32.22 69 03 July 51.57%
81.00 N.A. N.A.
Limited 2025 (3.07%)
8. Adcounty Media India 50.69 85 04 July (11.81%)
130.00 N.A. N.A.
Limited 2025 (2.78%)
9. Shree Refrigerations 117.32 125 August 01,
169.86 N.A. N.A. N.A.
Limited 2025
10. 60.79 130 August 07,
Cash ur Drive 155.00
2025
Note: The above data is of latest 10 issues managed by the Merchant Banker.
TABLE 2
Summary Statement of Disclosure
Financial Total Total No. of IPOs trading at No. of IPOs trading No. of IPOs trading No. of IPOs trading
Year no. of Amount discount-30th calendar at premium-30th at discount-180th at premium-180th
IPOs of days from listing calendar days from calendar days from calendar days from
Funds listing listing listing
raised.
Over Between Less Over Betw Less Over Betw Less Over Betw Less
(Rs. Cr.)
50% 25-50% than 50% een than 50% een than 50% een than
25% 25- 25% 25- 25% 25- 25%
50% 50% 50%
2023-24 8 304.92 - - 3 3 1 1 1 - 2 3 1 1
2024-25 8 280.96 - 2 1 1 - 3 - 1 2 1 - -
2025-26 4 110.19 - - - 2 - 1 - - - - - -
Note: Listing date is considered for calculation of total number of IPO’s in the respective financial year.
LISTING
Application will be made to the NSE Limited for obtaining permission to deal in and for an official quotation of
our Equity Shares. NSE Limited is the Designated Stock Exchange, with which the Basis of Allotment will be
finalized.
The Emerge Platform of NSE Limited has given its in-principle approval for using its name in our Offer
Page 299 of 412documents vide its letter no. NSE/LIST/4972 dated June 17, 2025.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the Emerge
Platform of NSE Limited, our Company will forthwith repay, without interest, all moneys received from the
Applicant in pursuance of the Prospectus. If such money is not repaid within 4 days after our Company becomes
liable to repay it (i.e. from the date of refusal or within 15 working days from the Offer Closing Date), then our
Company and every Director of our Company who is an officer in default shall, on and from such expiry of 4
days, be liable to repay the money, with interest at the rate of 15 per cent per annum on application money, as
prescribed under section 40 of the Companies Act, 2013.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Emerge Platform of NSE Limited mentioned above are taken within six
Working Days from the Offer Closing Date.
Impersonation
Attention of the Applicants is specifically drawn to the provisions of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or
to any other person in a fictitious name,
shall be liable for action under section 447.
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended
(U.S. Securities Act) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S Persons (as defined in Regulation S), except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transaction
in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those
offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and application may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
CONSENTS
Consents in writing of:(a) the Directors, Statutory Auditor & Peer Reviewed Auditor, the Company Secretary
& Compliance Officer, Chief Financial Officer, Banker to the Company and (b) BRLM, Market Maker,
Registrar to the Issue, Public Issue Bank / Banker to the Issue and Refund Banker to the Issue, Legal Advisor
to the Issue to act in their respective capacities have been/or will be obtained (before filing prospectus to ROC)
and will be filed along with a copy of the Prospectus with the RoC, as required under Section 26 of the
Companies Act and such consents shall not be withdrawn up to the time of delivery of the Prospectus for
registration with the RoC. Our Auditors have given their written consent to the inclusion of their report in the
form and context in which it appears in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus
Page 300 of 412and such consent and report is not withdrawn up to the time of delivery of this Draft Red Herring Prospectus/
Red Herring Prospectus/ Prospectus with NSE.
EXPERT OPINION
Except the report of the Peer Review Auditor on (a) the restated financial statements; (b) statement of tax
benefits, Audit reports by Peer Review Auditors for financial years ended 31st March 2025, 31st March 2024
and 31st March 2023, our Company has not obtained any other expert opinion. All the intermediaries including
Merchant Banker has relied upon the appropriacy and authenticity of the same.
PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE INCORPORATION
We have not made any previous rights and/or public issues since incorporation and are an Unlisted Issuer in
terms of the SEBI (ICDR) Regulations and this Issue is an Initial Public Offering in terms of the SEBI (ICDR
Regulations.
PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH
Other than as detailed under chapter titled “Capital Structure” beginning on page 80 of the Prospectus, our
Company has not issued any Equity Shares for consideration otherwise than for cash.
COMMISSION AND BROKERAGE ON PREVIOUS ISSUES
Since this is the IPO of the Equity Shares by our Company, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our
Equity Shares in the five years preceding the date of this Prospectus.
PREVIOUS CAPITAL ISSUE DURING THEs PREVIOUS THREE YEARS BY LISTED
SUBSIDIARIES, GROUP COMPANIES AND ASSOCIATES OF OUR COMPANY
None of our Group Companies and Associates are listed and have undertaken any public or rights issue in the
three (3) years preceding the date of this Prospectus. Further, as on the date of this Prospectus our company
has no Listed Subsidiary.
PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/ RIGHTS ISSUE OF THE LISTED
SUBSIDIARIES OF OUR COMPANY
Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations and this Offer is an “Initial
Public Offering” in terms of the SEBI (ICDR) Regulations. Therefore, data regarding performance vis-à-vis
objects is not applicable to us. Further, as on date of this Prospectus our Company has no listed corporate
promoters and no listed subsidiary company.
OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS ISSUED BY OUR COMPANY
Page 301 of 412As on the date of the Prospectus, our Company has no outstanding debentures, bonds or redeemable preference
shares.
OPTION TO SUBSCRIBE
Equity Shares being offered through this Prospectus can be applied for in dematerialized form only.
STOCK MARKET DATA FOR OUR EQUITY SHARES
Our Company is an Unlisted Issuer in terms of the SEBI (ICDR) Regulations, and this Offer is an Initial
Public Offering in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the
Equity Shares of our Company.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Memorandum of Understanding between the Registrar and us will provide for retention of records with the
Registrar for a period of at least one year from the last date of dispatch of the letters of allotment, demat credit
and refund orders to enable the investors to approach the Registrar to this Issue for redressal of their grievances.
All grievances relating to this Offer may be addressed to the Registrar with a copy to the Company Secretary
and Compliance Officer, giving full details such as the name, address of the applicant, number of Equity Shares
applied for, amount paid on application and the bank branch or collection center where the application was
submitted.
All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated
Branch or the collection centre of the SCSB where the Bid-cum-Application Form was submitted by the ASBA
Applicant.
Further, none of our subsidiary companies or Group Companies are listed on any stock exchange, so disclosure
regarding mechanism for redressal of investor grievances for our subsidiary companies are not applicable.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company or the Registrar to the Offer or the SCSB in case of ASBA Applicant shall redress routine
investor grievances. We estimate that the average time required by us or the Registrar to this Offer for the
redressal of routine investor grievances will be 12 Working Days from the date of receipt of the complaint. In
case of non-routine complaints and complaints where external agencies are involved, we will seek to redress
these complaints as expeditiously as possible.
Our Company has appointed Ms. Nutan Agarwal as the Company Secretary and Compliance Officer and may
be contacted at the following address:
ANONDITA MEDICARE LIMITED
Flat No.704 Narmada Blk, N6, Sec-D, Pkt-6 Vasant Kunj,
New Delhi, India, 110070
Tel.: 0120-4520300; Fax: N.A.
E-mail: info@anonditamedicare.com
Website: anonditamedicare.com
Page 302 of 412Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre-Offer
or post-Offer related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the
respective beneficiary account or refund orders, etc.
(This space is left blank intentionally.)
Page 303 of 412SECTION VIII – ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act,
SEBI (ICDR) Regulations, 2018, SCRA, SCRR, Memorandum and Articles, the terms of this Red- Herring
Prospectus, Prospectus, Prospectus, Abridged Prospectus, Application Form, the Revision Form, the
Confirmation of Allocation Note (CAN) and other terms and conditions as may be incorporated in the Allotment
advices and other documents/ certificates that may be executed in respect of the Issue. The Equity Shares shall
also be subject to laws, guidelines, rules, notifications and regulations relating to the issue of capital and listing
of securities issued from time to time by SEBI, the Government of India, NSE, ROC, RBI and / or other
authorities, as in force on the date of the Issue and to the extent applicable.
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors
(Except Anchor investors) applying in a public issue shall use only Application Supported by Blocked Amount
(ASBA) facility for making payment. Further, in terms of SEBI through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and as modified though its circular
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76
dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, in relation to clarifications on streamlining the
process of public issue of equity shares and convertibles it has proposed to introduce an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a
phased manner. Currently, for application by RIIs through Designated Intermediaries, the existing process of
physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds is discontinued
and RIIs submitting their Application Forms through Designated Intermediaries (other than SCSBs) can only
use the UPI mechanism with existing timeline of T+3 days. Further SEBI through its circular no
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has decided to continue with the Phase II of the
UPI ASBA till further notice.
The SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023, has introduced
reduction of timeline for listing of shares in public issue from existing T+6 days to T+3 days. This circular shall
be applicable on voluntary basis for public issues opening on or after September 1, 2023, and Mandatory for
public issues opening on or after December 1, 2023.
Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to
collect the Application forms. Investors may visit the official website of the concerned stock exchange for any
information on operationalization of this facility of form collection by Registrar to the Issue and DPs as and
when the same is made available.
The Issue
The Issue consists of a Fresh Issue by our Company. Expenses for the issue shall be borne by our Company in
the manner specified in “Objects of the Issue” on page 98 of this Prospectus.
Ranking of Equity Shares
The Equity Shares being Offered/Allotted in the Issue shall be subject to the provisions of the Companies Act,
2013 and the Memorandum & Articles of Association, SEBI ICDR Regulations and shall rank pari-passu with
the existing Equity Shares of our Company including rights in respect of dividend. The Allottees upon receipt
of Allotment of Equity Shares under this issue will be entitled to dividends, Voting Power and other corporate
benefits, if any, declared by our Company after the date of allotment in accordance with Companies Act, 2013
and the Articles of Association of the Company.
Page 304 of 412Authority for the Issue
This Issue has been authorized by a resolution of the Board passed at their meeting held on October 14, 2024
subject to the approval of shareholders through a special resolution to be passed pursuant to section 62 (1) (c)
of the Companies Act, 2013. The shareholders have authorized the Issue by a special resolution in accordance
with Section 62 (1) (c) of the Companies Act, 2013 passed at the EGM of the Company held on October 17,
2024.
Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, 2013 and
recommended by the Board of Directors at their discretion and approved by the shareholders and will depend
on a number of factors, including but not limited to earnings, capital requirements and overall financial condition
of our Company. We shall pay dividends in cash and as per provisions of the Companies Act, 2013. Dividends,
if any, declared by our Company after the date of Allotment will be payable to the transferee who have been
Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable laws. For further details,
please refer to the chapter titled ‘Dividend Policy’ beginning on pages 246 of this Prospectus.
Face Value and Issue Price
The face value of each Equity Share is Rs. 10/- and the Offer Price at the lower end of the Price Band is Rs.
137/- per Equity Share and at the higher end of the Price Band is Rs. 145/- per Equity Share. The Anchor
Investor Offer Price is Rs. 145/- per Equity Share.
The Price Band and the Bid Lot will be decided by our Company, in consultation with the BRLM, and published
by our Company in all edition of Financial Express (a widely circulated English national daily newspaper) and
all edition of Jansatta (a widely circulated Hindi national daily newspaper, Hindi being the regional language of
New Delhi, where our Registered Office is located) at least two Working Days prior to the Bid/Offer Opening
Date, and shall be made available to the Stock Exchange for the purpose of uploading the same on their website.
The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price shall
be pre-filled in the Bid-cum-Application Forms available at the website of the Stock Exchange. The Offer Price
shall be determined by our Company, in consultation with the BRLM, after the Bid/Offer Closing Date, on the
basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process.
At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject
to applicable laws.
Compliance with the disclosure and accounting norms
Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI from
time to time.
Rights of the Equity Shareholder
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders
shall have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
Page 305 of 412• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the
Companies Act;
• Right to receive annual reports and notices to members;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability, subject to applicable laws and regulations; and the Articles of Association of
our Company; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act and the Memorandum and Articles of Association of the Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to
voting rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Main
Provisions of Articles of Association” on page 353 of this Prospectus.
Allotment only in Dematerialized form
Pursuant to Section 29 of the Companies Act, the Equity Shares shall be Allotted only in dematerialized form.
As per SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form. In this
context, two agreements have been signed by our Company with the respective Depositories and the Registrar
to the Issue before filing this Prospectus:
• Tripartite agreement dated May 03, 2024 among CDSL, our Company and the Registrar to the Issue; and
• Tripartite agreement dated May 06, 2024 among NSDL, our Company and the Registrar to the Issue.
As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the
Companies Act, 2013, the equity shares of a body corporate shall be in dematerialized form i.e. not in the form
of physical certificates, but be fungible and be represented by the statement issued through electronic mode.
The trading of the Equity Shares will happen in the minimum contract size of 1000 Equity Shares and the same
may be modified by the NSE Limited from time to time by giving prior notice to investors at large. Allocation
and allotment of Equity Shares through this Issue will be done in multiples of 1000 Equity Shares subject to a
minimum allotment of 1000 Equity Shares to the successful Applicants in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012.
Minimum Application value, Market Lot and Trading Lot
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations and Securities and Exchange Board of
India (Issue of Capital And Disclosure Requirements) (Amendment) Regulations, 2025, our Company shall
ensure that the minimum application size shall not be less than two lots. Provided that the minimum application
size shall be above Rs. 2 lakhs.
The trading of the Equity Shares will happen in the minimum contract size of 1000 Equity Shares and the same
may be modified by the EMERGE Platform of NSE from time to time by giving prior notice to investors at
large. For further details, see “Issue Procedure” on page 313 of this Prospectus.
Minimum Number of Allottees
Further in accordance with the Regulation 268(1) of SEBI (ICDR) Regulations and Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, the minimum
number of allottees in this Issue shall be 200 shareholders. In case the minimum number of prospective
allottees is less than 200, no allotment will be made pursuant to this Issue and all the monies blocked by SCSBs
shall be unblocked within four (4) working days of closure of Issue.
Page 306 of 412Joint Holders
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold
such Equity Shares as joint holders with benefits of survivorship.
Jurisdiction
Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in India.
The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities
laws in the United States and may not be issued or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Accordingly, the Equity Shares are being issued and sold only outside the United States in off- shore transactions
in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those
issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, and applications may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Nomination Facility to the Investor
In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and
Debentures) Rules, 2014, the sole Applicant, or the first Applicant along with other joint Applicants, may
nominate any one person in whom, in the event of the death of sole Applicant or in case of joint Applicants,
death of all the Applicants, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a
nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the
same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to equity share(s) in the event of his or her death during the minority.
A nomination shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating.
A buyer will be titled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only
on the prescribed form available on request at our Registered Office or Corporate Office or to the registrar and
transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon
production of such evidence, as may be required by the Board, elect either:
1. to register himself or herself as the holder of the equity shares; or
2. to make such transfer of the equity shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the equity shares, and if the notice is not complied with within a period of ninety (90)
days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect
of the equity shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need
Page 307 of 412to make a separate nomination with our Company. Nominations registered with respective depository participant
of the applicant would prevail. If the Applicants require changing of their nomination, they are requested to
inform their respective depository participant.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for the lock-in of the pre-Issue capital of our Company, Promoters‘ minimum contribution as provided
in “Capital Structure” on page 80 of this Prospectus and except as provided in the Articles of Association there
are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of
shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association. For
details, please refer “Main Provisions of Articles of Association” on page 353 of this Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own
enquiries about the limits applicable to them. Our Company and the BRLM do not accept any responsibility for
the completeness and accuracy of the information stated herein above. Our Company and the BRLM are not
liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations,
which may occur after the date of the Prospectus. Applicants are advised to make their independent
investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable limits under
laws or regulations.
Arrangements for Disposal of Odd Lots
The trading of the Equity Shares will happen in the minimum contract size of 1000 shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of the
SEBI ICDR Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where
value of such shareholding is less than the minimum contract size allowed for trading on the EMERGE platform
of NSE.
New Financial Instruments
There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium
notes, etc. issued by our Company. Application by eligible NRIs, FPIs Registered with SEBI, VCFs, AIFs
registered with SEBI and QFIs. It is to be understood that there is no reservation for Eligible NRIs or FPIs or
QFIs or VCFs or AIFs registered with SEBI. Such Eligible NRIs, QFIs, FPIs, VCFs or AIFs registered with
SEBI will be treated on the same basis with other categories for the purpose of Allocation.
Withdrawal of the Issue
Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue
Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the
newspapers in which the pre-Issue advertisements were published, within two (2) days of the Issue Closing Date
or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The
BRLM through, the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA
applicant within one (1) Working Day from the date of receipt of such notification. Our Company shall also
inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals of
the Stock Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue
after the Issue Closing Date and thereafter determines that it will proceed with an issue/issue for sale of the
Page 308 of 412Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with Stock Exchange.
Minimum Subscription
This Offer is not restricted to any minimum subscription level. This Offer is 100% underwritten. If the Issuer
does not receive the subscription of 100% of the Issue through this offer document including devolvement of
Underwriter within sixty days from the date of closure of the Offer, the Issuer shall forthwith refund the entire
subscription amount received within the time limit as prescribed under the SEBI (ICDR) Regulations and
Companies Act, 2013.
In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the issuer fails to obtain listing or trading
permission from the stock exchanges where the specified securities were to be listed, it shall refund through
verifiable means the entire monies received within four (4) days of receipt of intimation from stock exchanges
rejecting the application for listing of specified securities, and if any such money is not repaid within four (4)
days after the issuer becomes liable to repay it the issuer and every director of the company who is an officer in
default shall, on and from the expiry of the fourth day, be jointly and severally liable to repay that money with
interest at the rate of fifteen per cent. per annum.
In terms of Regulation 260 of the SEBI ICDR Regulations, 2018, the Issue is 100% underwritten. For details of
underwriting arrangement, kindly refer the chapter titled “General Information” on page 71 of this Prospectus.
Further, in accordance with Regulation 267 of the SEBI ICDR Regulations, 2018 and as per Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, the
minimum application size in terms of number of specified securities shall not be less than Rupees One Lakh per
be two lots. Provided that the minimum application size shall be above Rs. 2 lakhs.
Further, in accordance with Regulation 268 of the SEBI (ICDR) Regulations and Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, our Company shall
ensure that the number of prospective allottees to whom the Equity Shares will allotted will not be less than 50
(Fifty200 (Two Hundred).
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Period of Subscription List of the Public Issue
Event Indicative Date
Offer Opening Date Friday, August 22, 2025
Offer Closing Date Tuesday, August 26, 2025
Finalization of Basis of Allotment with the Designated Stock On or before Thursday, August 28,
Exchange 2025
Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA On or before Friday, August 29,
Account or UPI ID linked bank account 2025
Credit of Equity Shares to Demat Accounts of Allottees On or before Friday, August 29,
2025
Commencement of trading of the Equity Shares on the Stock Exchange On or before Monday, September
01, 2025
Note: Our Company in consultation with the Book Running Lead Manager, have considered participation by
Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall
Page 309 of 412be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
The above timetable is indicative and does not constitute any obligation on our Company and the BRLM Whilst
our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the
Issue Closing Date, the timetable may change due to various factors, such as extension of the Issue by our
Company or any delays in receiving the final listing and trading approval from the Stock Exchange. The
Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in
accordance with the applicable laws.
*In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date for cancelled / withdrawn /
deleted ASBA Forms, the Bidder shall be compensated in accordance with applicable law by the intermediary
responsible for causing such delay in unblocking, for which period shall start from the day following the receipt
of a complaint from the Bidder. The BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner
specified in the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI circular
no SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 shall be deemed to be incorporated in the deemed
agreement of the Bank with the SCSBs to the extent applicable, in case of delays in resolving investor grievances
in relation to blocking/unblocking of funds, which for the avoidance of doubt, shall be deemed to be incorporated
in the deemed agreement of our Company with the SCSBs, to the extent applicable.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. dated April 20, 2022
and SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
Bids and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard
Time) during the Issue Period at the Bidding Centers mentioned in the Bid cum Application Form.
Standardization of cut-off time for uploading of bids on the Bid/Issue closing date:
i. A standard cut-off time of 3.00 p.m. for acceptance of bids.
ii. A standard cut-off time of 4.00 p.m. for uploading of bids received from other than individual Investors.
iii. A standard cut-off time of 5.00 p.m. for uploading of bids received from only individual applicants investors
who applies for minimum application size, which may be extended up to such time as deemed fit by National
Stock Exchange of India Limited after taking into account the total number of bids received up to the closure
of timings and reported by BRLM to National Stock Exchange of India Limited within half an hour of such
closure.
iv. Downward Modification and cancellation of bids shall not be applicable to any category of bidding.
v. UPI mandate acceptance/ confirmation shall be available upto 5:00 p.m. on the Bid/Offer Closing Date.
It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered
in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details
as per physical bid cum application form of that Bidder may be taken as the final data for the purpose of
Page 310 of 412allotment. Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).
Migration to Main Board
In accordance with the NSE Circular dated March 10, 2014, further revised vide circulars dated April 18, 2018
and January 21, 2021 our Company will have to be mandatorily listed and traded on the Emerge Platform of the
NSE for a minimum period of 2 (Two) years from the date of listing and only after that it can migrate to the
Main Board of the NSE as per the guidelines specified by SEBI and as per the procedures laid down under
Chapter IX of the SEBI(ICDR) Regulations, NSE has reviewed and revised the migration policy effective from
April 20, 2023 from NSE Emerge to NSE Main board and has further and revised the migration policy effective
from April 20, 2024 from NSE Emerge to NSE Main board vide Circular dated March 07, 2024 as follows.
As per the provisions of Chapter IX of the SEBI ICDR Regulations, 2018, Our company may migrate to the
main board of NSE Limited from the Emerge Platform at a later date subject to the following:
a. If the Paid-up Capital of our Company is likely to increase above Rs. 25 crores by virtue of any further
issue of capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special
resolution through postal ballot wherein the votes cast by the shareholders other than the Promoters in
favor of the proposal amount to at least two times the number of votes cast by shareholders other than
promoter shareholders against the proposal and for which the company has obtained in- principal
approval from the main board), our Company shall apply to NSE Limited for listing of its shares on its
Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down
by the Main Board.
OR
b. If the paid-up Capital of our company is more than Rs. 10 Crores but below Rs. 25Crores, our Company
may still apply for migration to the main board if the same has been approved by a special resolution
through postal ballot wherein the votes cast by the shareholders other than the Promoters in favor of the
proposal amount to at least two times the number of votes cast by shareholders other than promoter
shareholders against the proposal.
Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way
of rights issue, preferential issue, bonus issue, is likely to increase beyond Rs. 25 crores, the issuer may undertake
further issuance of capital without migration from SME exchange to the main board, subject to the issuer
undertaking to comply with the provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as applicable to companies listed on the main board of the
stock exchange(s).
Further, as per the NSE Circular no. 01/2023 dated April 20, 2023, following are the Eligibility criteria for
Migration from NSE SME Platform to NSE Main Board:
1. Our company should have been listed on SME platform of the Exchange for at least 3 years.
2. Our company should have positive cash accruals (Earnings before Interest, Depreciation and Tax) from
operations for each of the 3 financial years preceding the migration application and has positive PAT in the
immediate Financial Year of making the migration application to Exchange.
3. The total number of public shareholders of our company on the last day of the preceding quarter from date
of application should be at least 1000 (One Thousand).
4. The Net worth of our company should be at least 50 crores.
Page 311 of 412Market Making
The shares issued and transferred through this Offer are proposed to be listed on the Emerge Platform of NSE
Limited with compulsory market making through the registered Market Maker of the Emerge Exchange for a
minimum period of three years or such other time as may be prescribed by the Stock Exchange, from the date
of listing on the Emerge Platform of NSE Limited. For further details of the market making arrangement please
refer to chapter titled General Information beginning on page 71 of this Prospectus.
Option to receive securities in Dematerialized Form
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only
be in the dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical
form. The Equity Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange.
Allottees shall have the option to re-materialize the Equity Shares, if they so desire, as per the provisions of the
Companies Act and the Depositories Act.
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Page 312 of 412ISSUE PROCEDURE
Please note that the information stated/covered in this section may not be complete and/or accurate and as
such would be subject to modification/change. Our Company and the BRLM would not be liable for any
amendment, modification or change in applicable law, which may occur after the date of this Prospectus.
Applicants are advised to make their independent investigations and ensure that their applications are
submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law or as specified in the Prospectus.
All Applicants shall review the “General Information Document for Investing in Public Issues” prepared and
issued in accordance with the circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 notified by
SEBI, suitably modified from time to time, if any, and the UPI Circulars (“General Information Document”),
highlighting the key rules, procedures applicable to public issues in general in accordance with the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the SEBI Regulations. The General Information Document will also be available
on the websites of the Stock Exchange and the BRLM, before opening of the Issue. Please refer to the relevant
provisions of the General Information Document which are applicable to the Issue.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i)
Category of investor eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) Allocation
of shares; (iii) Payment Instructions for ASBA Applicants; (iv) Issuance of CAN and Allotment in the Offer; (v)
General instructions (limited to instructions for completing the Application Form); (vi) Submission of
Application Form; (vii) Other Instructions (limited to joint bids in cases of individual, multiple bids and
instances when an application would be rejected on technical grounds); (viii) applicable provisions of the
Companies Act, 2013 relating to punishment for fictitious applications; (vi) mode of making refunds; and (vii)
interest in case of delay in Allotment or refund.
The SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a
phased manner. From January 01, 2019, the UPI Mechanism for RIBs applying through Designated
Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI
Phase I”). The UPI Phase-I was effective till June 30, 2019.
Subsequently, for applications by Individual Investors who applies for minimum application size through
Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to
SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with existing timeline of T+6
days is applicable for a period of six months or launch of five main board public issues, whichever is later
(“UPI Phase II”), with effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated
June 28, 2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per
the SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the UPI Phase II had been
extended until March 31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI Phase II has been
further extended by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
March 30, 2020.Thereafter, the final reduced timeline of T+3 days may be made effective using the UPI
Mechanism for applications by Individual Investors who applies for minimum application size (“UPI Phase
III”), as may be prescribed by SEBI.
Accordingly, the Offer has been undertaken under UPI Phase II, till any further notice issued by SEBI.
Further, SEBI, vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional
measures for streamlining the process of initial public offers and redressing investor grievances. This circular
is effective for initial public offers opening on/or after May 1, 2021, except as amended pursuant to SEBI
circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and the provisions of this circular are deemed to
form part of this Prospectus. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual Investors in initial public offerings
Page 313 of 412(opening on or after May 1, 2022) whose application sizes are up to ₹ 500,000 shall use the UPI Mechanism.
Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the
time period for listing of shares in public issue from existing 6 working days to 3 working days from the date of
the closure of the issue. The revised timeline of T+3 days shall be made applicable in two phases i.e. voluntary
for all public issues opening on or after September 1, 2023, and mandatory on or after December 1, 2023.
Further, SEBI has vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 reduced
the time taken for listing of specified securities after the closure of a public issue to three Working Days.
Accordingly, the Issue will be made under UPI Phase III on a mandatory basis, subject to any circulars,
clarification or notification issued by the SEBI from time to time.
REDUCTION OF TIMELINE FOR LISTING OF SHARES IN PUBLIC ISSUE FROM EXISTING T+6
DAYS TO T+3 DAYS
The SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023, has introduced
reduction of timeline for listing of shares in public issue from existing t+6 days to t+3 days. This circular shall
be applicable on voluntary basis for public issues opening on or after September 1, 2023 and Mandatory for
public issues opening on or after December 1, 2023.
Consequent to extensive consultation with the market participants and considering the public comments
received pursuant to consultation paper on the aforesaid subject matter, it has been decided to reduce the time
taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as against
the requirement of 6 working days (T+6 days); ‘T’ being issue closing date.
The T+3 timeline for listing shall be appropriately disclosed in the Offer Documents of public issues.
Notwithstanding anything contained in Schedule VI of the ICDR Regulations, the provisions of this circular
shall be applicable:
- On voluntary basis for public issues opening on or after September 1, 2023, and
- Mandatory for public issues opening on or after December 1, 2023.
The timelines prescribed for public issues as mentioned in SEBI circulars dated November 1, 2018, June 28,
2019, November 8, 2019, March 30, 2020, March 16, 2021, June 2, 2021, and April 20, 2022, shall stand
modified to the extent stated in this Circular.
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021effective to public issues opening on or after
from May 01, 2021. However, said circular has been modified pursuant to SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in which certain applicable procedure w.r.t. SMS
Alerts, Web portal to CUG etc. shall be applicable to Public Issue opening on or after January 1, 2022 and
October 1, 2021 respectively and the provisions of this circular , as amended, are deemed to form part of this
Prospectus. Additionally, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021
has reduced the time period for refund of application monies from 15 days to four days. Furthermore, pursuant
to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders in initial
public offerings (opening on or after May 01, 2022) whose application sizes are up to Rs. 5,00,000/- shall use
the UPI Mechanism.
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of Stock
Brokers, Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been
notified by NSE to act as intermediaries for submitting Application Forms are provided on www.nseindia.com
For details on their designated branches for submitting Application Forms, please see the above mentioned
website of NSE.
ASBA Applicants are required to submit ASBA Applications to the selected branches / offices of the RTAs, DPs,
Page 314 of 412Designated Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSB (Self
Certified Syndicate Banks) for the ASBA Process are provided on http://www.sebi.gov.in. For details on
designated branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link. The
list of Stock Brokers, Depository Participants (“DP”), Registrar to an Issue and Share Transfer Agent (“RTA”)
that have been notified by NSE to act as intermediaries for submitting Application Forms are provided on
http://www.nseindia.com. For details on their designated branches for submitting Application Forms, please
refer the above mentioned NSE website.
Our Company, the Promoter and the BRLM do not accept any responsibility for the completeness and accuracy
of the information stated in this section and General Information Document and are not liable for any
amendment, modification or change in the applicable law which may occur after the date of this Prospectus.
Bidders are advised 167 to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Prospectus.
BOOK BUILT PROCEDURE
The Issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in
accordance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Issue
shall be allocated on a proportionate basis to QIBs, provided that our Company may, in consultation with the
BRLM, allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the
balance Equity Shares shall be added to the QIB Portion. Further, 5.00% of the QIB Portion shall be available
for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than
15.00% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and
not less than 35.00% of the Offer shall be available for allocation to Individual Investors who applies for
minimum application size in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the offer Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill
over from any other category or combination of categories of Bidders at the discretion of our Company in
consultation with the BRLM and the Designated Stock Exchange subject to receipt of valid Bids received at or
above the Issue Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with
spillover from any other category or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.
Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares
to all successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of
Applicant’s depository account along with Application Form. The Application Forms which do not have the
details of the Applicants’ depository account, including the DP ID Numbers and the beneficiary account number
shall be treated as incomplete and rejected. Application Forms which do not have the details of the Applicants’
PAN, (other than Applications made on behalf of the Central and the State Governments, residents of the state
of Sikkim and official appointed by the courts) shall be treated as incomplete and are liable to be rejected.
Applicants will not have the option of being Allotted Equity Shares in physical form. The Equity Shares on
Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. However, investors may
get the specified securities rematerialized subsequent to allotment.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of the Prospectus together with the Application Forms and
copies of the Draft Red Herring Prospectus/ Red Herring Prospectus/ Abridged Prospectus/ Prospectus may be
Page 315 of 412obtained from the Registered Office of our Company, from the Registered Office of the BRLM to the Issue,
Registrar to the Issue as mentioned in the Application form. The application forms may also be downloaded
from the website of NSE i.e. www.nseindia.com. Applicants shall only use the specified Application Form for
the purpose of making an Application in terms of the Prospectus. All the applicants shall have to apply only
through the ASBA process. ASBA Applicants shall submit an Application Form either in physical or electronic
form to the SCSB‘s authorizing blocking of funds that are available in the bank account specified in the
Applicants shall only use the specified Application Form for the purpose of making an Application in terms of
the Prospectus. The Application Form shall contain space for indicating number of specified securities
subscribed for in demat form.
PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles. Pursuant to the UPI Circulars, UPI will be introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the
ASBA) for applications by RIIs through intermediaries with the objective to reduce the time duration from
public issue closure to listing from six Working Days to up to three Working Days. Considering the time
required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
Mechanism, the UPI Circulars proposes to introduce and implement the UPI Mechanism in three phases in the
following manner:
a. Phase I: This phase was applicable from January 01, 2019 and lasted till June 30, 2019. Under this phase,
a Individual Investors who applies for minimum application size, besides the modes of Bidding available
prior to the UPI Circulars, also had the option to submit the Bid cum Application Form with any of the
intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from public
issue closure to listing continued to be three Working Days.
b. Phase II: This phase commenced on completion of Phase I i.e. with effect from July 1, 2019 and was to be
continued for a period of three months or launch of five main board public issues, whichever is later.
Further, as per the SEBI circular SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the UPI
Phase II has been extended until March 31, 2020. Further still, as per SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of Unified Payments
Interface with Application Supported by Blocked Amount be continued till further notice. Under this phase,
submission of the Application Form by a Individual Investors who applies for minimum application size
through intermediaries to SCSBs for blocking of funds will be discontinued and will be replaced by the
UPI Mechanism. However, the time duration from public issue closure to listing would continue to be three
Working Days during this phase.
c. Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after
September 1, 2023, and on a mandatory basis for all issues opening on or after December 1, 2023, vide
SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3
Notification”). In this phase, the time duration from public issue closure to listing has been reduced to three
Working Days. The Issue shall be undertaken pursuant to the processes and procedures as notified in the
T+3 Notification as applicable, subject to any circulars, clarification or notification issued by the SEBI
from time to time, including any circular, clarification or notification which may be issued by SEBI.
All SCSBs offering the facility of making applications in public issues are required to provide a facility to make
applications using the UPI Mechanism. Further, in accordance with the UPI Circulars, our Company has
appointed Axis Bank Limited as the Sponsor Bank to act as a conduit between the Stock Exchanges and NPCI
in order to facilitate collection of requests and / or payment instructions of the Individual Investors who applies
for minimum application size into the UPI mechanism.
Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
Page 316 of 412to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of
unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is
finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under
the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints in this
regard, the relevant SCSB as well as the post – Offer BRLM will be required to compensate the concerned
investor.
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all
individual investors applying in initial public offerings opening on or after May 1, 2022, where the application
amount is up to Rs. 5,00,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion
bidding for more than Rs. 200,000 and up to Rs. 5,00,000, using the UPI Mechanism, shall provide their UPI
ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1
type accounts), provided by certain brokers.
The processing fees for applications made by Individual Investors who applies for minimum application size
using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
For further details, refer to the “General Information Document” available on the websites of the Stock
Exchange and the BRLM.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office.
An electronic copy of the Bid cum Application Form will also be available for download on the websites of
NSE (www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the office of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. The RIS
Bidding in the Retail Portion can additionally Bid through the UPI Mechanism.
An Individual Investor who applies for minimum application size making applications using the UPI Mechanism
shall use only his / her own bank account or only his / her own bank account linked UPI ID to make an
application in the Issue. The SCSBs, upon receipt of the Application Form will upload the Bid details along
with the UPI ID in the bidding platform of the Stock Exchange. Applications made by the Individual Investors
who applies for minimum application size using third party bank accounts or using UPI IDs linked to the bank
accounts of any third parties are liable for rejection. The Bankers to the Issue shall provide the investors’ UPI
linked bank account details to the RTA for the purpose of reconciliation. Post uploading of the Bid details on
the bidding platform, the Stock Exchanges will validate the PAN and demat account details of Individual
Investor who applies for minimum application size with the Depositories.
ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s
authorizing blocking funds that are available in the bank account specified in the Application Form used by
ASBA applicants.
ASBA Bidders (other than RIBs using UPI Mechanism) must provide bank account details and authorization to
block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA
Forms that do not contain such details are liable to be rejected.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Page 317 of 412Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. Individual Investor who applies for minimum
application size Portion using UPI Mechanism, may submit their ASBA Forms, including details of their UPI
IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorizing an
SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA
Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the
full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of submitting the
Bid.
In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Applicants shall only use the specified
Application Form for the purpose of making an Application in terms of this Prospectus.
The prescribed colour of the Application Form for various categories is as follows:
Category Colour of Application Form
Resident Indians, including resident QIBs, Non-Institutional Bidders,
Individual Investor who applies for minimum application size and Eligible White
NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FVCIs, FPIs, registered
multilateral and bilateral development financial institutions applying on a Blue
repatriation basis
Anchor Investors White
*Excluding electronic Bid cum Application Form
Note:
Details of depository account are mandatory and applications without depository account shall be treated
as incomplete and rejected. Investors will not have the option of getting the allotment of specified securities
in physical form. However, they may get the specified securities re-materialised subsequent to allotment.
The shares of the Company, on allotment, shall be traded on stock exchanges in demat mode only.
Single bid from any investor shall not exceed the investment limit/maximum number of specified securities
that can be held by such investor under the relevant regulations/statutory guidelines.
The correct procedure for applications by Hindu Undivided Families and applications by Hindu
Undivided Families would be treated as on par with applications by individuals;
ELECTRONIC REGISTRATION OF BIDS
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchange. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to
the condition that they may subsequently upload the off-line data file into the on-line facilities for Book
Building on a regular basis before the closure of the Offer.
b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchange and as disclosed in the Prospectus.
c) Only Bids that are uploaded on the Stock Exchange Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/Offer
Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period
after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further
processing.
Page 318 of 412SUBMISSION AND ACCEPTANCE OF APPLICATION FORMS
An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of
the following intermediaries (Collectively called – Designated Intermediaries”)
Sr. No. Designated 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 recognized stock exchange (and whose name is mentioned
on the website of the stock exchange as eligible for this activity) (‘broker’).
4. A depository participant (‘P’) (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
5. A registrar to an Offer and share transfer agent (‘RTA’) (whose name is mentioned on the
website of the stock exchange as eligible for this activity).
Individual investors who applies for minimum application size submitting application with any of the entities at
(ii) to (v) above (hereinafter referred as “Intermediaries”), and intending to use UPI, shall also enter their UPI
ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by
giving the counter foil or specifying the application number to the investor, as a proof of having accepted the
Bid Cum Application Form, in physical or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:
After accepting the form, SCSB shall capture and upload the relevant details in the
For Applications
electronic bidding system as specified by the stock exchange(s) and may begin
submitted by investors
blocking funds available in the bank account specified in the form, to the extent of
to SCSB:
the application money specified.
After accepting the application form, respective intermediary shall capture and
For Applications
upload the relevant details in the electronic bidding system of stock exchange(s).
submitted by investors
Post uploading, they shall forward a schedule as per prescribed format along with
to intermediaries other
the application forms to designated branches of the respective SCSBs for blocking
than SCSBs:
of funds within one day of closure of Issue.
For applications After accepting the application form, respective intermediary shall capture and
submitted by investors upload the relevant application details, including UPI ID, in the electronic bidding
to intermediaries other system of stock exchange.
than SCSBs with use of Stock exchange shall share application details including the UPI ID with sponsor
UPI for payment: bank on a continuous basis, to enable sponsor bank to initiate mandate request on
investors for blocking of funds.
Sponsor bank shall initiate request for blocking of funds through NPCI to investor.
Investor to accept mandate request for blocking of funds, on his/her mobile
application, associated with UPI ID linked bank account.
Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN,
on a real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and
re-submission within the time specified by stock exchange.
Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client
Page 319 of 412ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the
Bidders are deemed to have authorized our Company to make the necessary changes in the Prospectus, without
prior or subsequent notice of such changes to the Bidders.
AVAILABILITY OF PROSPECTUS/ PROSPECTUS AND BID CUM APPLICATION FORMS
Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the BRLM,
the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of
the Bid cum Application Form will also be available for download on the websites of SCSBs (via Internet
Banking) and NSE (www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.
Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.
WHO CAN APPLY?
Persons eligible to invest under all applicable laws, rules, regulations and guidelines: -
• Indian nationals resident in India who are not incompetent to contract in single or joint names (not more than
three) or in the names of minors as natural/legal guardian;
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The applicant should specify that the
application is being made in the name of the HUF in the Application Form as follows: Name of Sole or First
applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta.
Applications by HUFs would be considered at par with those from individuals;
• Companies, Corporate Bodies and Societies registered under the applicable laws in India and authorized to
invest in the Equity Shares under their respective constitutional and charter documents;
• Mutual Funds registered with SEBI;
• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
Eligible NRIs are not eligible to participate in this Issue;
• Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject
to RBI permission, and the SEBI Regulations and other laws, as applicable);
• FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or a foreign
individual under the QIB Portion;
• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
• Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the
Non-Institutional applicants category;
• Venture Capital Funds registered with SEBI;
• Foreign Venture Capital Investors registered with SEBI;
• State Industrial Development Corporations;
• Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;
• Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• Provident Funds with minimum corpus of Rs.2,500 Lakh and who are authorized under their constitution to
hold and invest in equity shares;
• Pension Funds with minimum corpus of Rs.2,500 Lakh and who are authorized under their constitution to hold
and invest in equity shares;
• Multilateral and Bilateral Development Financial Institutions;
Page 320 of 412• National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
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
• Any other person eligible to applying in the Issue, under the laws, rules, regulations, guidelines and policies
applicable to them.
As per the existing regulations, OCBs cannot participate in this Issue.
PARTICIPATION BY ASSOCIATES OF BRLM
The BRLM shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their
underwriting obligations. However, associates and affiliates of the BRLM may subscribe to Equity Shares in the
Issue, either in the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate basis. All
categories of Applicants, including associates and affiliates of the BRLM, shall be treated equally for the purpose
of allocation to be made on a proportionate basis.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum Form 2A containing the salient features of the Prospectus together with the Application Forms
and copies of the Prospectus may be obtained from the Registered Office of our Company, BRLM to the Issue
and The Registrar to the Issue as mentioned in the Application Form. The application forms may also be
downloaded from the website of NSE Limited i.e https://www.nseindia.com.
OPTION TO SUBSCRIBE IN THE ISSUE
a) As per Section 29(1) of the Companies Act 2013, Investors will get the allotment of Equity Shares in
dematerialization form only.
b) The Equity Shares, on allotment, shall be traded on Stock Exchange in demat segment only.
c) In a single Application Form any investor shall not exceed the investment limit/minimum number of specified
securities that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law.
APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIs
Application must be made only in the names of individuals, limited companies or Statutory
Corporations/institutions and not in the names of minors, foreign nationals, non-residents (except for those
applying on non-repatriation), trusts, (unless the trust is registered under the Societies Registration Act, 1860 or
any other applicable trust laws and is authorized under its constitution to hold shares and debentures in a
company), Hindu Undivided Families, partnership firms or their nominees. In case of HUF‘s application shall be
made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for that
number of Equity Shares exceeding the number of Equity Shares offered to the public.
APPLICATION BY MUTUAL FUNDS
With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be
lodged with the Application Form. Failing this, our Company reserves the right to reject any application without
assigning any reason thereof. Applications made by asset management companies or custodians of Mutual Funds
shall specifically state names of the concerned schemes for which such Applications are made. As per the current
regulations, the following restrictions are applicable for investments by mutual funds.
Page 321 of 412No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related
instruments of any single Company provided that the limit of 10% shall not be applicable for investments in case
of index funds or sector or industry specific funds/Schemes. No mutual fund under all its schemes should own
more than 10% of any Company‘s paid up share capital carrying voting rights.
In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be
treated as multiple applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.
The Application made by Asset Management Companies or custodians of Mutual Funds shall specifically state
the names of the concerned schemes for which the Applications are made custodians of Mutual Funds shall
specifically state the names of the concerned schemes for which the Applications are made.
APPLICATIONS BY ELIGIBLE NRI
Eligible NRIs may obtain copies of Application Form from the members of the Syndicate, the sub- Syndicate, if
applicable, the SCSBs, the Registered Brokers, RTAs and CDPs. Eligible NRI Bidders bidding on a repatriation
basis by using the Non-Resident Forms should authorize their SCSB to block their Non-Resident External
(“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on
a non- repatriation basis by using Resident Forms should authorize their SCSB to block their Non- Resident
Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Application Form.
Bids by Eligible NRIs and Category III FPIs for a minimum application amount would be considered under the
Individual investor category who applies for minimum application size for the purposes of allocation and Bids
for a Bid Amount exceeding the minimum application size would be considered under the Non-Institutional
Category for allocation in the Offer.
In case of Eligible NRIs bidding under the Individual investor category who applies for minimum application
size through the UPI mechanism, depending on the nature of the investment whether repatriable or non-
repatriable the Eligible NRI may mention the appropriate UPI ID in respect of the NRE account or the NRO
account, in the Application Form.
Under FEMA, general permission is granted to companies vide notification no. FEMA/20/2000 RB dated May
03, 2000 to issue securities to NRIs subject to the terms and conditions stipulated therein. Companies are required
to file the declaration in the prescribed form to the concerned Regional Office of RBI within 30 (thirty) days from
the date of issue of shares of allotment to NRIs on repatriation basis. Allotment of Equity shares to non-residents
Indians shall be subject to the prevailing Reserve Bank of India guidelines. Sale proceeds of such investments in
equity shares will be allowed to be repatriated along with an income thereon subject to permission of the RBI
and subject to the Indian Tax Laws and Regulations and any other applicable laws. The company does not require
approvals from FIPB or RBI for the issue of equity shares to eligible NRIs, FIIs, Foreign Venture Capital
Investors registered with SEBI and multi-lateral and Bi-lateral development financial institutions.
Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents (white in
color). Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for non-
Residents (blue in color). For details of restrictions on investment by NRIs, please refer to the chapter titled
“Restrictions on Foreign Ownership of Indian Securities” beginning on page 347 of this Prospectus.
APPLICATIONS BY ELIGIBLE FIIs/FPIs
Page 322 of 412In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be
deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per the
SEBI FII Regulations.
An FII or sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations participate in
the Issue until the expiry of its registration with SEBI as an FII or sub-account, or if it has obtained a certificate
of registration as an FPI, whichever is earlier. Accordingly, such FIIs can, subject to the payment of conversion
fees under the SEBI FPI Regulations, participate in this Offer in accordance with Schedule 2 of the FEMA
Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI
Regulations.
In terms of the SEBI FPI Regulations, the purchase of Equity Shares and total holding by a single FPI or an
investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities)
must be below 10% of our post-issue Equity Share capital. Further, in terms of the FEMA Regulations, the total
holding by each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total
holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The
aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board of
Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior
intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company,
holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included.
Further, pursuant to the Master Directions on Foreign Investment in India issued by the RBI dated January 4,
2018 (updated as on March 8, 2019) the investments made by a SEBI registered FPI in a listed Indian company
will be reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-up
equity share capital on a fully diluted basis or 10% or more of the paid up value of each series of debentures or
preference shares or warrants.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio investor and
unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of their
investment manager being appropriately regulated, may issue, subscribe to or otherwise deal in offshore
derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called,
which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any
recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore
derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and
(ii) such offshore derivative instruments are issued after compliance with know your client‘ norms. Further,
pursuant to a Circular dated November 24, 2014 issued by the SEBI, FPIs are permitted to issue offshore derivate
instruments only to subscribers that (i) meet the eligibility criteria set forth in Regulation 4 of the SEBI FPI
Regulations; and (ii) do not have opaque structures, as defined under the SEBI FPI Regulations. An FPI is also
required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf
of it to any persons that are not regulated by an appropriate foreign regulatory authority. Further, where an
investor has investments as FPI and also holds positions as an overseas direct investment subscriber, investment
restrictions under the SEBI FPI Regulations shall apply on the aggregate of FPI investments and overseas direct
investment positions held in the underlying Indian company.
Page 323 of 412FPIs who wish to participate in the Offer are advised to use the Application Form for Non-Residents (blue in
color). FPIs are required to apply through the ASBA process to participate in the Offer.
APPLICATIONS BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF),
VENTURECAPITAL FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS
The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 as amended, (the “SEBI
VCF Regulations”) and the Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000, as amended, among other things prescribe the investment restrictions on VCFs and FVCIs
registered with SEBI. Further, the Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012 (the “SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs.
The holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed
25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by
way of subscription to an initial public offering.
The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III
AIF cannot invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a
category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of
subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not
re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulation
until the existing fund or scheme managed by the fund is wound up and such funds shall not launch any new
scheme after the notification of the SEBI AIF Regulations.
All FIIs and FVCIs should note that refunds, dividends, and other distributions, if any, will be payable in Indian
Rupees only and net of Bank charges and commission.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Applicant on account of
conversion of foreign currency.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same basis
with other categories for the purpose of allocation.
APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS
In case of applications made by limited liability partnerships registered under the Limited Liability Partnership
Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
must be attached to the Application Form. Failing this, our Company reserves the right to reject any application,
without assigning any reason thereof. Limited Liability Partnerships can participate in the issue only through the
ASBA Process.
APPLICATIONS BY INSURANCE COMPANIES
In case of applications made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDA must be attached to the Application Form. Failing this, our Company reserves the
right to reject any application, without assigning any reason thereof. The exposure norms for insurers,
prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as
amended (the IRDA Investment Regulations), are broadly set forth below:
Page 324 of 4121. Equity shares of a company: the least of 10% of the investee company‘s subscribed capital (face value) or 10%
of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
2. The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or
15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all
companies belonging to the group, whichever is lower; and
3. The industry sector in which the investee company belong to not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be. Insurance companies participating in this Offer shall comply with all applicable
regulations, guidelines and circulars issued by IRDAI from time to time
The above limit of 10.00% shall stand substituted as 15.00% of outstanding equity shares (face value) for
insurance companies with investment assets of Rs. 2,500,000 million or more and 12.00% of outstanding equity
shares (face value) for insurers with investment assets of Rs. 500,000.00 million or more but less than Rs.
2,500,000.00 million.
Insurance companies participating in this Issue, shall comply with all applicable regulations, guidelines and
circulars issued by IRDA from time to time.
APPLICATIONS BY BANKING COMPANIES
Applications by Banking Companies: In case of Applications made by banking companies registered with RBI,
certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking
company‘s investment committee are required to be attached to the Application Form, failing which our Company
reserves the right to reject any Application without assigning any reason. The investment limit for banking
companies in non-financial services Companies as per the Banking Regulation Act, 1949, and the Master
Direction – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, is 10% of the paid-
up share capital of the investee company or 10% of the banks’ own paid-up share capital and reserves, whichever
is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and non-financial
services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company may
hold up to 30% of the paid-up share capital of the investee company with the prior approval of the RBI provided
that the investee Company is engaged in non-financial activities in which banking companies are permitted to
engage under the Banking Regulation Act.
Applications by SCSBs: SCSBs participating in the Offer are required to comply with the terms of the SEBI
circulars dated September 13, 2012 and January 02, 2013. Such SCSBs are required to ensure that for making
applications on their own account using ASBA, they should have a separate account in their own name with any
other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application
in public issues and clear demarcated funds should be available in such account for such applications.
APPLICATION BY PROVIDENT FUNDS/ PENSION FUNDS
In case of applications made by provident funds/pension funds, subject to applicable laws, with minimum corpus
of Rs. 2,500 Lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of the
provident fund/ pension fund must be attached to the Application Form. Failing this, our Company reserves the
right to reject any application, without assigning any reason thereof.
Page 325 of 412BIDS BY ANCHOR INVESTORS
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for
up to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation
2(1)(ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations
are eligible to invest. The QIB Portion will be reduced in proportion to allocation under the Anchor Investor
Portion. In the event of undersubscription in the Anchor Investor Portion, the balance Equity Shares will be added
to the QIB Portion. In accordance with the SEBI Regulations, the key terms for participation in the Anchor
Investor Portion are provided below.
1. Anchor Investor Application Forms will be made available for the Anchor Investors at the offices of the BRLM.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00
lakhs. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by
individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of 200.00
lakhs.
3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and be completed
on the same day.
5. Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor Investor
Portion will be, as mentioned below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor
Investors.
• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs,
minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of
100.00 Lakhs per Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i)minimum of 5 (five)
and maximum of 15 (fifteen) Anchor Investors for allocation upto2500.00 Lakhs; and (ii) an additional
10 Anchor Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor
Investor Portion; subject to a minimum Allotment of 100.00 Lakhs per Anchor Investor.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue Period. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made will be made available
in the public domain by the BRLM before the Bid/Issue Opening Date, through intimation to the Stock
Exchange.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor
Investors within 2 (two) Working Days from the Bid/ Issue Closing Date. If the Issue Price is lower than the
Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the
Anchor Investor Issue Price.
9. At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall
be shown graphically on the bidding terminals of syndicate members and website of stock exchange offering
electronically linked transparent bidding facility, for information of public.
10. Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 90 days on fifty per cent
of the shares allotted to the anchor investors from the date of allotment, and a lock-in of 30 days on the
remaining fifty per cent of the shares allotted to the anchor investors from the date of allotment.
11. The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored
by entities related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for
Page 326 of 412selection of Anchor Investors will be clearly identified by the BRLM and made available as part of the records
of the BRLM for inspection byes.
12. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
13. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
APPLICATION UNDER POWER OF ATTORNEY
In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of Rs. 2,500 Lakhs
(subject to applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs a certified copy of the
power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws must be lodged with the Application
Form. Failing this, our Company reserves the right to accept or reject any application in whole or in part, in either
case, without assigning any reason therefore.
In addition to the above, certain additional documents are required to be submitted by the following entities:
(a) With respect to applications by VCFs, FVCIs, FIIs and Mutual Funds, a certified copy of their SEBI registration
certificate must be lodged along with the Application Form. Failing this, our Company reserves the right to
accept or reject any application, in whole or in part, in either case without assigning any reasons thereof.
(b) With respect to applications by insurance companies registered with the Insurance Regulatory and
Development Authority, in addition to the above, a certified copy of the certificate of registration issued by the
Insurance Regulatory and Development Authority must be lodged with the Application Form as applicable.
Failing this, our Company reserves the right to accept or reject any application, in whole or in part, in either
case without assigning any reasons thereof.
(c) With respect to applications made by provident funds with minimum corpus of Rs. 2,500 Lakhs (subject to
applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along
with the Application Form. Failing this, our Company reserves the right to accept or reject such application, in
whole or in part, in either case without assigning any reasons thereof.
Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging
of the power of attorney along with the Application Form, subject to such terms and conditions that our Company,
the BRLM may deem fit.
Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request
the Registrar to the Issue that, for the purpose of mailing of the Allotment Advice / CANs / letters notifying the
unblocking of the bank accounts of ASBA applicants, the Demographic Details given on the Application Form
should be used (and not those obtained from the Depository of the application). In such cases, the Registrar to
the Issue shall use Demographic Details as given on the Application Form instead of those obtained from the
Depositories.
The above information is given for the benefit of the Applicants. The Company and the BRLM are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Prospectus. Applicants are advised to make their independent investigations and
ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or
Page 327 of 412regulations.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Investors who applies for minimum application size:
The Application must be for a minimum of 2 lots so as to ensure that the Application Price payable by the
Applicant exceed Rs. 2,00,000. In case of revision of Applications, the Individual investor has to ensure that
the Application Price exceed Rs. 2,00,000.
2. For Other than Applicants (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application Amount
exceeds ₹ 2,00,000. An application cannot be submitted for more than the Net Issue Size. However, the
maximum Application by a QIB investor should not exceed the investment limits prescribed for them by
applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its Application after the
Issue Closing Date and is required to pay 100% QIB Margin upon submission of Application.
Applicants are advised to ensure that any single Application from them does not exceed the investment limits
or maximum number of Equity Shares that can be held by them under applicable law or regulation or as
specified in this Prospectus.
The above information is given for the benefit of the Applicants. The Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after the
date of this Prospectus. Applicants are advised to make their independent investigations and ensure that the
number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
INFORMATION FOR THE APPLICANTS:
a) Our Company will file a copy of Prospectus with the Registrar of Companies, Delhi, atleast 3 (three) days before
the Issue Opening Date.
b) Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Draft Red Herring
Prospectus/ Red Herring Prospectus and/ or the Application Form can obtain the same from our Registered Office
or from the office of the BRLM.
c) Applicants who are interested in subscribing for the Equity Shares should approach the BRLM or their
authorized agent(s) to register their applications.
d) Applications made in the name of minors and/ or their nominees shall not be accepted.
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
The Bids should be submitted on the prescribed Form and in BLOCK LETTERS in ENGLISH only in accordance
with the instructions contained herein and in the Bid cum application form. Bids not so made are liable to be
rejected. ASBA Application Forms should bear the stamp of the SCSB‘s. ASBA Application Forms, which do
Page 328 of 412not bear the stamp of the SCSB, will be rejected.
Applicants residing at places where the designated branches of the Banker to the Issue are not located may
submit/mail their applications at their sole risk along with Demand payable at Mumbai.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for
investors to submit application forms in public issues using the stock broker (broker) network of Stock
Exchanges, who may not be syndicate members in an issue with effect from January 01, 2013. The list of Broker
Centre is available on the websites of NSE Limited i.e. www.nseindia.com.
BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details in the space provided in the Bid cum application form is
mandatory and Bids that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Applicants, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Bid cum Application
Form, the Registrar to the Issue will obtain from the Depository the demographic details including address,
Bidders’ bank account details, MICR code and occupation (hereinafter referred to as Demographic Details).
Bidders should carefully fill in their Depository Account details in the Bid cum Application Form.
These Demographic Details would be used for all correspondence with the Bidders including mailing of the
CANs / Allocation Advice. The Demographic Details given by Bidders in the Bid cum Application Form would
not be used for any other purpose by the Registrar to the Issue.
By signing the Bid Cum Application Form, the Bidders would be deemed to have authorized the depositories to
provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
SUBMISSION OF BIDS
I. During the Bid/ Offer Period, Bidders may approach any of the Designated Intermediaries to register their Bids.
II. The Bidders may instruct the SCSBs to block Bid amount based on the Bid Price less Discount (if applicable).For
Details of the timing on acceptance and upload of Bids in the Stock Exchange Platform Bidders are requested to
refer to this Prospectus.
ALLOTMENT PROCEDURE
The Allotment of Equity Shares to Bidders other than Individual Investors who applies for minimum application
size and Anchor Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders
may refer to Prospectus. No Individual Investor who applies for minimum application size will be Allotted less
than 2 Lot subject to availability of shares in Individual Investor category and the remaining available shares, if
any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90%
of the Issue. However, in case the Issue is in the nature of Offer for Sale only, then minimum subscription may
not be applicable.
Flow of Events from the closure of bidding period (T DAY) Till Allotment:
1. On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final
certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA
Page 329 of 412process with the electronic bid details.
2. RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per applicant’s
bank account linked to depository demat account and seek clarification from SCSB to identify the applications
with third party account for rejection.
3. Third party confirmation of applications to be completed by SCSBs on T+1 day.
4. RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their
review/ comments.
5. Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
6. The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots
wherever applicable, through a random number generation software.
7. The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process
mentioned below:
Process for generating list of allotees: -
a) Instructions are given by RTA in their Software System to reverse category wise all the application numbers
in the ascending order and generate the bucket /batch as per the allotment ratio. For example, if the application
number is 78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category
is 2:7 then the system will create lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE)
is 3 and 5 then the system will pick every 3rd and 5th application in each of the lot of the category and these
applications will be allotted the shares in that category.
b) In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based
on the oversubscription times.
c) In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
d) On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the
fund transfer letters and advice the SCSBs to debit or unblock the respective accounts.
BASIS OF ALLOTMENT
Allotment will be made in consultation with the NSE In the event of oversubscription, the allotment will be made
on a proportionate basis in marketable lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over
subscription ratio (number of applicants in the category X number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in
marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
a) For applications where the proportionate allotment works out to less than 1000 equity shares the allotment
will be made as follows:
1. Each successful applicant shall be allotted 1000 equity shares; and
2. The successful applicants out of the total applicants for that category shall be determined by the drawl
of lots in such a manner that the total number of Shares allotted in that category is equal to the number
of Shares worked out as per (2) above.
b) If the proportionate allotment to an applicant works out to a number that is not a multiple of 1000 equity
Page 330 of 412shares, the applicant would be allotted Shares by rounding off to the nearest multiple of 1000 equity shares
subject to a minimum allotment of 1000 equity shares.
c) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the
applicants in that category, the balance available Shares for allocation shall be first adjusted against any
category, where the allotted Shares are not sufficient for proportionate allotment to the successful applicants
in that category, the balance Shares, if any, remaining after such adjustment will be added to the category
comprising of applicants applying for the minimum number of Shares. If as a result of the process of
rounding off to the nearest multiple of 1000 equity shares, results in the actual allotment being higher than
the shares offered, the final allotment may be higher at the sole discretion of the Board of Directors, up to
110% of the size of the offer specified under the Capital Structure mentioned in this Prospectus.
d) The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the
reservation for small individual applicants as described below:
1. As the individual investor category (who applies for minimum application size) is entitled to more
than fifty percent on proportionate basis, the individual investors who applies for minimum application
size shall be allocated that higher percentage.
2. The balance net offer of shares to the public shall be made available for allotment to
a) Individual applicants other than individual investors applying for minimum application size and
b) Other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied
for.
3. The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may be
made available for allocation to applicants in the other category, if so required.
Individual Investor’ who applies for minimum application size means an investor who applies for a minimum
application size of 2 lots or value of more than Rs. 2,00,000. Investors may note that in case of over subscription
allotment shall be on proportionate basis and will be finalized in consultation with NSE.
The Executive Director / Managing Director of NSE – the Designated Stock Exchange in addition to BRLM and
Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and
proper manner in accordance with the SEBI (ICDR) Regulations.
INFORMATION FOR BIDDERS
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchange to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, the BRLM are cleared
or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
Page 331 of 412financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the
Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be
listed or will continue to be listed on the Stock Exchanges.
GENERAL INSTRUCTIONS
Do’s:
• Check if you are eligible to apply as per the terms of the Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
• Ensure that you have Bid within the Price Band;
• Read all the instructions carefully and complete the applicable Bid cum Application Form in prescribed
format;
• Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct and the Bidders depository
account is active, as Allotment of the Equity Shares will be in the dematerialized form only;
• All Bidders should submit their Bids through the ASBA process only;
• Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the Bidding Centre;
• In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application
Form;
• Bidders (other than RIIs bidding through the non-UPI Mechanism) should submit the Bid cum Application
Form only at the Bidding Centers, i.e. to the respective member of the Syndicate at the Specified Locations,
the SCSBs, the Registered Broker at the Broker Centres, the CRTA at the Designated RTA Locations or
CDP at the Designated CDP Locations. RIIs bidding through the non-UPI Mechanism should either submit
the physical Application Form with the SCSBs or Designated Branches of SCSBs under Channel I
(described in the UPI Circulars) or submit the Application Form online using the facility of 3-in 1 type
accounts under Channel II (described in the UPI Circulars);
• Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than RIBs using
the UPI Mechanism) in the Bid cum Application Form;
• RIBs using the UPI Mechanism should ensure that the correct UPI ID (with maximum length of 45
characters including the handle) is mentioned in the Application Form;
• RIBs using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the
Bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. RIBs shall
ensure that the name of the app and the UPI handle which is used for making the application appears in
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
• RIBs bidding using the UPI Mechanism should ensure that they use only their own bank account linked UPI
ID to make an application in the Offer;
• RIBs submitting an Application Form using the UPI Mechanism, should ensure that: (a) the bank where the
bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used for
making the Bid is listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
• RIBs submitting a Bid-cum Application Form to any Designated Intermediary (other than SCSBs) should
ensure that only UPI ID is included in the Field Number 7: Payment Details in the Application Form;
• RIBs using the UPI Mechanism shall ensure that the bank, with which it has its bank account, where the
funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI;
• If the first applicant is not the account holder, ensure that the Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Application Form;
Page 332 of 412• Ensure that the signature of the First Bidder in case of joint Bids, is included in the Application Forms
• QIBs and Non-Institutional Bidders should submit their Bids through the ASBA process only. Pursuant to
SEBI circular dated November 01, 2018 and July 26, 2019, RII shall submit their bid by using UPI
mechanism for payment;
• Ensure that the name(s) given in the Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names;
• Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your
Bid options;
• Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before
submitting the Application Form under the ASBA process or application forms submitted by RIIs using UPI
mechanism for payment, to the respective member of the Syndicate (in the Specified Locations), the SCSBs,
the Registered Broker (at the Broker Centers), the RTA (at the Designated RTA Locations) or CDP (at the
Designated CDP Locations);
• Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and
obtain a revised acknowledgment;
• Bidders, other than RIBs using the UPI Mechanism, shall ensure that they have funds equal to the Bid
Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to the relevant
Designated Intermediaries;
• Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for
transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms
of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the
securities market, all Bidders should mention their PAN allotted under the I.T. Act. The exemption for the
Central or the State Government and officials appointed by the courts and for investors residing in the State
of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming
the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary
account remaining in "active status"; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be
rejected;
• Ensure that the Demographic Details are updated, true and correct in all respects;
• Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal;
• Ensure that the category and the investor status is indicated;
• Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;
• Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;
• Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Application Form
and entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database,
then such Bids are liable to be rejected. Where the Application Form is submitted in joint names, ensure that
the beneficiary account is also held in the same joint names and such names are in the same sequence in
which they appear in the Application Form;
• Ensure that the Application Forms are delivered by the Bidders within the time prescribed as per the
Application Form and the Prospectus;
• Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Application Form;
Page 333 of 412• Ensure that you have mentioned the details of your own bank account for blocking of fund or your own
bank account linked UPI ID to make application in the Public Offer;
• Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely
manner for blocking of fund on your account through UPI ID using UPI application;
• Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA
• Account equivalent to the Bid Amount mentioned in the Application Form at the time of submission of the
Bid;
• Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the
submission of your Application Form; and
• RIBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the
authorization of the mandate using his/her UPI PIN, an RIB may be deemed to have verified the attachment
containing the application details of the RIB in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorized the Sponsor Bank to block the Bid Amount mentioned in the Application Form;
• RIBs shall ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank before
5:00 p.m. before the Bid / Offer Closing Date;
• RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank to authorize blocking of funds equivalent to the revised Bid Amount in the
RIB’s ASBA Account;
• RIBs using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should
also approve the revised Mandate Request generated by the Sponsor Bank to authorize blocking of funds
equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner;
and
• Bids by Eligible NRIs and HUFs for a Bid Amount of a minimum application of 2 lots would be considered
under the Individual investor Portion, and Bids for more than 2 lots would be considered under the Non-
Institutional Portion, for the purposes of allocation in the Offer.
The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, is liable to be rejected.
Don’ts:
• Do not apply for lower than the minimum Application size;
• Do not apply at a Price Different from the Price Mentioned herein or in the Application Form
• Do not pay the Application Price in cash, cheque, by money order or by postal order or by stock invest
• Do not Bid at Cut-off Price.
• RIBs should not submit a Bid using the UPI Mechanism, unless the name of the bank where the bank
account linked to your UPI ID is maintained, is listed on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
• RIB should not submit a Bid using the UPI Mechanism, using a Mobile App or UPI handle, not listed on
the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 ;
• Do not send Application Forms by post, instead submit the Designated Intermediary only;
• Do not submit the Application Forms to any non-SCSB bank or our Company;
• Do not apply on an Application Form that does not have the stamp of the relevant Designated Intermediary;
Page 334 of 412• Do not submit the application without ensuring that funds equivalent to the entire application Amount are
blocked in the relevant ASBA Account;
• Do not fill up the Application Form such that the Equity Shares applied for exceeds the Offer Size and/or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations;
• Do not submit the General Index Register number instead of the PAN as the application is liable to be
rejected on this ground;
• Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer.
• Do not submit applications on plain paper or incomplete or illegible Application Forms in a color prescribed
for another category of Applicant;
• All Investors submit their applications through the ASBA process only except as mentioned in SEBI
Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 &
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021;
• Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872, as
amended.
• Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by RIB Bidders using the UPI Mechanism;
The Applications should be submitted on the prescribed Bid cum Application Form is liable to be rejected if the
above instructions, as applicable, are not complied with.
OTHER INSTRUCTIONS
Joint Applications in the case of Individuals
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the
Depository account. The name so entered should be the same as it appears in the Depository records. The
signature of only such first Bidders would be required in the Bid cum Application Form/Application Form and
such first Bidder would be deemed to have signed on behalf of the joint holders. All payments may be made out
in favour of the Bidder whose name appears in the Bid cum Application Form or the Revision Form and all
communications may be addressed to such Bidder and may be dispatched to his or her address as per the
Demographic Details received from the Depositories.
Multiple Applications
An Applicant should submit only one Application (and not more than one) for the total number of Equity Shares
required. Two or more Applications will be deemed to be multiple Applications if the sole or First Applicant is
one and the same.
In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple
applications are given below:
(i) All applications are electronically strung on first name, address (1st line) and applicant‘s status. Further,
these applications are electronically matched for common first name and address and if matched, these are
checked manually for age, signature and father/ husband‘s name to determine if they are multiple
applications.
(ii) Applications which do not qualify as multiple applications as per above procedure are further checked for
common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually
checked to eliminate possibility of data entry error to determine if they are multiple applications.
Page 335 of 412(iii) Applications which do not qualify as multiple applications as per above procedure are further checked for
common PAN. All such matched applications with common PAN are manually checked to eliminate
possibility of data capture error to determine if they are multiple applications.
In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund
registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be
treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.
In cases where there are more than 20 valid applications having a common address, such shares will be kept in
abeyance, post allotment and released on confirmation of know your client‘ norms by the depositories. The
Company reserves the right to reject, in our absolute discretion, all or any multiple Applications in any or all
categories.
After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot apply
(either in physical or electronic mode) to either the same or another Designated Branch of the SCSB. Submission
of a second Application in such manner will be deemed a multiple Application and would be rejected. More
than one ASBA Applicant may apply for Equity Shares using the same ASBA Account, provided that the
SCSBs will not accept a total of more than five Application Forms with respect to any single ASBA Account.
Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing
the same application number shall be treated as multiple applications and are liable to be rejected. The Company,
in consultation with the BRLM reserves the right to reject, in its absolute discretion, all or any multiple
applications in any or all categories. In this regard, the procedure which would be followed by the Registrar to
the Issue to detect multiple applications is given below:
1. All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII
subaccounts, Applications bearing the same PAN will be treated as multiple Applications and will be
rejected.
2. For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as
Applications on behalf of the Applicants for whom submission of PAN is not mandatory such as the Central
or State Government, an official liquidator or receiver appointed by a court and residents of Sikkim, the
Application Forms will be checked for common DP ID and Client ID.
PERMANENT ACCOUNT NUMBER OR PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account
Number (PAN) to be the sole identification number for all participants transacting in the securities market,
irrespective of the amount of the transaction w.e.f. July 02, 2007. Each of the Applicants should mention his/her
PAN allotted under the IT Act. Bid submitted without this information will be considered incomplete and are
liable to be rejected. It is to be specifically noted that Applicants should not submit the GIR number instead of
the PAN, as the Application is liable to be rejected on this ground.
RIGHT TO REJECT APPLICATIONS
In case of QIB Applicants, the Company in consultation with the BRLM may reject Applications provided that
the reasons for rejecting the same shall be provided to such Applicant in writing. In case of Non-Institutional
Applicants, Individual Applicants applied for minimum application size, the Company has a right to reject
Applications based on technical grounds.
GROUNDS FOR REJECTIONS
Page 336 of 412In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information
Document, the bidders are advised to note that Bids are liable to be rejected inter alia on the following technical
grounds:
• Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
• Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form
• Bids submitted on a plain paper
• Bid at Cut-off Price
• Bids submitted by RIBs using the UPI Mechanism through an SCSBs and/or using a mobile application or
UPI handle, not listed on the website of SEBI
• ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary
• Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third party
linked bank account UPI ID (subject to availability of information regarding third party account from
Sponsor Bank);
• Bids submitted without the signature of the First Bidder or sole Bidder
• The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
• Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
• GIR number furnished instead of PAN;
• Bids by RIBs with Bid Amount of a value of less than Rs. 2,00,000;
• Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals
• Bids accompanied by stock invest, money order, postal order or cash; and
• Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the
Bid/ Offer Closing Date, unless extended by the Stock Exchange
• Applications by OCBs;
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED
IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC
APPLICATION SYSTEM OF THE STOCK EXCHANGES BY THE BIDS COLLECTING
INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN
THE DEPOSITORY DATABASE, THE BID CUM APPLICATION FORM IS LIABLE TO BE
REJECTED.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of section 38(1) of the Companies Act, 2013
which is reproduced below:
Any person who:
a. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
b. makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
c. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or
to any other person a fictitious name,
Page 337 of 412Shall be liable for action under section 447 of Companies Act, 2013 and shall be treated as Fraud.
SIGNING OF UNDERWRITING AGREEMENT
Vide an Underwriting agreement dated October 19, 2024 this issue is 100% Underwritten.
FILING OF THE PROSPECTUS WITH THE ROC
The Company will file a copy of the Prospectus with the Registrar of Companies, Delhi and in terms of Section
26 of Companies Act, 2013.
EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL/CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company is in
process of entering following tripartite agreements with the Depositories and the Registrar and Share Transfer
Agent:
1. The Company has entered into an agreement dated August 22, 2024 with the with the Central Depository
Services (India) Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is Maashitla
Securities Private Limited for the dematerialization of its shares.
2. The Company has entered into an agreement dated July 23, 2024 with the National Securities Depository
Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is Maashitla Securities Private
Limited for the dematerialization of its shares.
The Company’s Equity shares bear an ISIN INE0ZTO01018.
An Applicant applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Application.
• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository
Participant’s identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account (with
the Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the account details
in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear
in the account details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the
Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the Application Form
vis à vis those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with
NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has electronic
connectivity with CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only for all
investors.
TERMS OF PAYMENT
Page 338 of 412The entire Issue price of Rs. 145/- per share is payable on application. In case of allotment of lesser number of
Equity Shares than the number applied, the Registrar shall instruct the SCSBs or Sponsor Bank to unblock the
excess amount paid on Application to the Bidders.
SCSBs or Sponsor Bank will transfer the amount as per the instruction of the Registrar to the Public Issue
Account, the balance amount after transfer will be unblocked by the SCSBs or Sponsor Bank.
The applicants should note that the arrangement with Banker to the Issue or the Registrar or Sponsor Bank is
not prescribed by SEBI and has been established as an arrangement between our Company, Banker to the Issue
and the Registrar to the Issue to facilitate collections from the Applicants.
PAYMENT MECHANISM FOR APPLICANTS
The Bidders shall specify the bank account number in their Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Application Form sent by the
Sponsor Bank. The SCSB or Sponsor Bank shall keep the Application Amount in the relevant bank account
blocked until withdrawal/ rejection of the Application or receipt of instructions from the Registrar to unblock
the Application Amount. However Individual investor who applies for more than 2 lots shall neither withdraw
nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid or for
unsuccessful Bids, the Registrar to the Issue shall give instructions to the SCSBs to unblock the application
money in the relevant bank account within one day of receipt of such instruction. The Application Amount shall
remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue and consequent
transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until
rejection of the Application by the ASBA Applicant, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a
public Offer shall use only Application Supported by Blocked Amount (ASBA) process for application
providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for
the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01,
2018, Individual Investors who applies for minimum application size, applying in public offer may use either
Application Supported by Blocked Amount (ASBA) facility for making application or also can use UPI as a
payment mechanism with Application Supported by Blocked Amount for making application. SEBI through its
circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual investors
applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to Rs.
5,00,000, may use UPI.
PAYMENT BY STOCK INVEST
In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated November
05, 2003; the option to use the stock invest instrument in lieu of cheques or banks for payment of Application
money has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.
PAYMENT INTO ESCROW ACCOUNT(S) FOR ANCHOR INVESTORS
Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for
Page 339 of 412payment into the Escrow Account should be drawn in favor of:
(a) In case of resident Anchor Investors: “ANONDITA MEDICARE LTD-R ACCOUNT”; and
(b) In case of Non-Resident Anchor Investors: “ANONDITA MEDICARE LTD NR ACCOUNT”.
Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established
as an arrangement between our Company and the Syndicate, if any the Escrow Collection Bank and the Registrar
to the Offer to facilitate collections of Bid amounts from Anchor Investors
OFFER DOCUMENT TO BE MADE AVAILABLE TO PUBLIC
Subject to regulation 247 of Securities and Exchange Board Of India (Issue Of Capital And Disclosure
Requirements) (Amendment) Regulations, 2025
1. The draft offer document filed with the SME exchange shall be made public for comments, if any, for a period
of at least twenty one days from the date of filing, by hosting it on the websites of our company, NSE and
Narnolia Financial Services Limited on https://anonditamedicare.com/ , https://www.nseindia.com/ and
https://www.narnolia.com/.
2. Our company shall, within two working days of filing the draft offer document with the Emerge Platform of
NSE, make a public announcement in one English national daily newspaper with wide circulation, one Hindi
national daily newspaper with wide circulation and one regional language newspaper with wide circulation
at the
place where the registered office of our company is situated, disclosing the fact of filing of the draft offer
document with the exchange and inviting the public to provide their comments to the exchange, the issuer or
the lead manager in respect of the disclosures made in the draft offer document.
PRE-ISSUE ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013 and Regulation 264 of SEBI (ICDR) Regulations, 2018, the
company shall, after filing the Prospectus with the RoC, publish a pre-Issue advertisement, in the form
prescribed by the SEBI Regulations, in one widely circulated English language national daily newspaper; one
widely circulated Hindi language national daily newspaper and one regional newspaper with wide circulation.
In the pre-issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013 and Regulation 264 of SEBI
(ICDR) Regulations, 2018, shall be in the format prescribed in Part A of Schedule VI of the SEBI Regulations.
ISSUANCE OF ALLOTMENT ADVICE
On the Designated date, the SCSBs shall transfer the funds represented by allocation of equity shares into public
issue account with the banker to the issue. Upon approval of the basis of the allotment by the Designated Stock
Exchange, the Registrar to the Issue shall upload the same on its website. On the basis of approved basis of
allotment, the issuer shall pass necessary corporate action to facilitate the allotment and credit of equity shares.
Applicants are advised to instruct their respective depository participants to accept the equity shares that may
be allotted to them pursuant to the issue. Pursuant to confirmation of such corporate actions the Registrar to the
Issue will dispatch allotment advice to the applicants who have been allotted equity shares in the issue. The
dispatch of allotment advice shall be deemed a valid, binding and irrevocable contract.
Page 340 of 412The Company will issue and dispatch letters of allotment/ securities certificates and/ or letters of regret or credit
the allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the
Issue Closing Date. The Issuer also ensures the credit of shares to the successful Applicants Depository Account
is completed within one working Day from the date of allotment, after the funds are transferred from ASBA
Public Issue Account to Public Issue account of the issuer
DESIGNATED DATE
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into
Public Issue Account with the Bankers to the Issue.
The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or credit
the allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the
Issue Closing Date. The Company will intimate the details of allotment of securities to Depository immediately
on allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions,
if any.
NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR
AND PROPER MANNER
The authorised employees of the Stock Exchange, along with the BRLM and the Registrar, shall ensure that the
Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI
ICDR Regulations.
METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME
Our Company will not make any allotment in excess of the Equity Shares offered through the offer document
except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. The allotment of Equity Shares to applicants other than to the Individual Investors
who applies for minimum application size shall be on a proportionate basis within the respective investor
categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum
allotment being equal to the minimum application size.
DISPOSAL OF APPLICATION AND APPLICATION MONIES AND INTEREST IN CASE OF
DELAY
The company shall ensure the dispatch of allotment advice, instruction to SCSBs and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the allotment to the
stock exchange within one (1) working day of the date of allotment of equity shares.
The company shall use best efforts that all steps for completion of the necessary formalities for listing and
commencement of trading at Emerge platform of NSE, where the equity shares are proposed to be listed are
taken with Three (3) working days of the closure of the issue.
MODE OF REFUNDS
a) In case of ASBA Applicants: Within 3 (Three) Working Days of the Issue Closing Date, the Registrar to the
Issue may give instructions to SCSBs for unblocking the amount in ASBA Account on unsuccessful
Application, for any excess amount blocked on Application, for any ASBA application withdrawn, rejected
or unsuccessful or in the event of withdrawal or failure of the Offer
Page 341 of 412b) In the case of Applications from Eligible NRIs and FPIs, refunds, if any, may generally be payable in Indian
Rupees only and net of bank charges and/ or commission. If so desired, such payments in Indian Rupees may
be converted into U.S. Dollars or any other freely convertible currency as may be permitted by the RBI at the
rate of exchange prevailing at the time of remittance and may be dispatched by registered post. The Company
may not be responsible for loss, if any, incurred by the applicant on account of conversion of foreign currency.
c) In case of Other Investors: Within Three Working Days of the Issue Closing Date, the Registrar to the Issue
may dispatch the refund orders for all amounts payable to unsuccessful Investors. In case of Investors, the
Registrar to the Offer may obtain from the depositories, the Applicants’ bank account details, including the
MICR code, on the basis of the DP ID, Client ID and PAN provided by the Investors in their Investor
Application Forms for refunds. Accordingly, Investors are advised to immediately update their details as
appearing on the records of their depositories. Failure to do so may result in delays in dispatch of refund
orders or refunds through electronic transfer of funds, as applicable, and any such delay may be at the
Investors’ sole risk and neither the Issuer, the Registrar to the Issue, the Escrow Collection Banks, may be
liable to compensate the Investors for any losses caused to them due to any such delay, or liable to pay any
interest for such delay.
MODE OF MAKING REFUNDS FOR APPLICANTS OTHER THAN ASBA APPLICANTS
The payment of refund, if any, may be done through various modes as mentioned below:
(i) NECS - Payment of refund may be done through NECS for Applicants having an account at any of the
centers specified by the RBI. This mode of payment of refunds may be subject to availability of complete
bank account details including the nine-digit MICR code of the applicant as obtained from the Depository
(ii) NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Applicants’ bank
is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked
to the MICR of that particular branch. The IFSC Code may be obtained from the website of RBI as at a
date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants
have registered their nine-digit MICR number and their bank account number while opening and operating
the demat account, the same may be duly mapped with the IFSC Code of that particular bank branch and
the payment of refund may be made to the Applicants’ through this method. In the event NEFT is not
operationally feasible, the payment of refunds may be made through any one of the other modes as
discussed in this section;
(iii) Direct Credit – Applicants having their bank account with the Refund Banker may be eligible to receive
refunds, if any, through direct credit to such bank account;
(iv) RTGS – Applicants having a bank account at any of the centres notified by SEBI where clearing houses
are managed by the RBI, may have the option to receive refunds, if any, through RTGS. The IFSC code
shall be obtained from the demographic details. Investors should note that on the basis of PAN of the
applicant, DP ID and beneficiary account number provided by them in the Application Form, the Registrar
to the Issue will obtain from the Depository the demographic details including address, Investors’ account
details, IFSC code, MICR code and occupation (hereinafter referred to as “Demographic Details”). The
bank account details for would be used giving refunds. Hence, Applicants are advised to immediately
update their bank account details as appearing on the records of the Depository Participant. Please note
that failure to do so could result in delays in dispatch/ credit of refunds to Applicants at their sole risk and
neither the BRLM or the Registrar to the Issue or the Escrow Collection Bank nor the Company shall have
Page 342 of 412any responsibility and undertake any liability for the same;
(v) Please note that refunds, on account of our Company not receiving the minimum subscription, shall be
credited only to the bank account from which the Bid Amount was remitted to the Escrow Bank. For details
of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing such cheques,
pay orders or demand drafts at other centers etc. Investors may refer to Prospectus.
INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
The Issuer shall make the Allotment within the period prescribed by SEBI. The Issuer shall pay interest at the
rate of 15% per annum if Allotment is not made and refund instructions have not been given to the clearing
system in the disclosed manner/instructions for unblocking of funds in the ASBA Account are not dispatched
within such times as maybe specified by SEBI.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be
compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in the
manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021
in case of delays in resolving investor grievances in relation to blocking/unblocking of funds
UNDERTAKINGS BY OUR COMPANY
The Company undertakes the following:
1. that if our Company do not proceed with the Issue after the Issue Closing Date, the reason thereof shall be
given as a public notice in the newspapers to be issued by our Company within two days of the Issue Closing
Date. The public notice shall be issued in the same newspapers in which the Pre- Issue advertisement was
published. The stock exchange on which the Equity Shares are proposed to be listed shall also be informed
promptly;
2. that if our Company withdraw the Issue after the Issue Closing Date, our Company shall be required to file a
fresh offer document with the RoC, / SEBI, in the event our Company subsequently decides to proceed with
the Issue;
3. That the complaints received in respect of this Issue shall be attended to by us expeditiously and satisfactorily;
4. That all steps shall be taken to ensure that listing and commencement of trading of the Equity Shares at the
Stock Exchange where the Equity Shares are proposed to be listed are taken within Three Working Days of
Issue Closing Date or such time as prescribed;
5. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by
registered post or speed post shall be made available to the Registrar and Share Transfer Agent to the Issue
by our Company;
6. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within Three Working Days from the Offer Closing Date, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic credit
of refund.
7. That no further Issue of Equity Shares shall be made till the Equity Shares issued through this Prospectus are
listed or until the Application monies are refunded on account of non-listing, under-subscription etc.
8. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while
finalizing the Basis of Allotment.
9. That if Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be unblocked within the time prescribed under applicable law. If there is delay beyond
Page 343 of 412the prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the ICDR
Regulations and applicable law for the delayed period;
10. That the letter of allotment/ unblocking of funds to the non-resident Indians shall be dispatched within
specified time; and
UTILIZATION OF ISSUE PROCEEDS
Our Board certifies that:
1. All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the
bank account referred to in Section 40 of the Companies Act, 2013;
2. Details of all monies utilized out of the issue referred to in point 1 above shall be disclosed and continued to
be disclosed till the time any part of the issue proceeds remains unutilized under an appropriate separate head
in the balance-sheet of the issuer indicating the purpose for which such monies had been utilized;
3. Details of all unutilized monies out of the Issue referred to in 1, if any shall be disclosed under the appropriate
head in the balance sheet indicating the form in which such unutilized monies have been invested and
4. Our Company shall comply with the requirements of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 in relation to the disclosure and monitoring of the utilization of the proceeds of the Issue.
5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the
Equity Shares from the Stock Exchange where listing is sought has been received.
6. Our Company undertakes that the complaints or comments received in respect of the Offer shall be attended
by our Company expeditiously and satisfactorily.
WITHDRAWAL OF THE ISSUE
Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue, in whole or any
part thereof at any time after the Issue Opening Date but before the Allotment, with assigning reason thereof.
The notice of withdrawal will be issued in the same newspapers where the pre-Issue advertisements have
appeared within Two days of Issue Closing Date or such other time as may be prescribed by SEBI, providing
reasons for such decision and. The LM, through the Registrar to the Issue, will instruct the SCSBs to unblock
the ASBA Accounts within one Working Day from the day of receipt of such instruction. Our Company shall
also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed. Notwithstanding
the foregoing, the Issue is also subject to obtaining the following:
1. The final listing and trading approvals of the Stock Exchange, which our Company shall apply for after
Allotment, and
2. The final RoC approval of the Prospectus after it is filed with the concerned RoC.
If our Company withdraws the Issue after the Issue Closing Date and thereafter determines that it will proceed
with an initial public offering of Equity Shares, our Company shall file a fresh Draft Red Herring prospectus
with stock exchange.
COMMUNICATIONS
All future communications in connection with the Applications made in this Issue should be addressed to the
Registrar to the Issue quoting the full name of the sole or First Applicant, Application Form number, Applicants
Depository Account Details, number of Equity Shares applied for, date of Application form, name and address
of the Designated intermediary to the Issue where the Application and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre Issue or post Issue
Page 344 of 412related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary
accounts etc.
ISSUE PROCEDURE FOR ASBA (APPLICATION SUPPORTED BY BLOCKED ACCOUNT)
APPLICANTS
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
all the Applicants have to compulsorily apply through the ASBA Process. Our Company and the BRLM
are not liable for any amendments, modifications, or changes in applicable laws or regulations, which
may occur after the date of this Prospectus. ASBA Applicants are advised to make their independent
investigations and to ensure that the ASBA Application Form is correctly filled up, as described in this
section.
This section is for the information of investors proposing to subscribe to the Issue through the ASBA process.
Our Company and the BRLM are not liable for any amendments, modifications, or changes in applicable laws
or regulations, which may occur after the date of this Prospectus. ASBA Applicants are advised to make their
independent investigations and to ensure that the ASBA Application Form is correctly filled up, as described in
this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the
ASBA Process are provided on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1480483399603.html. For
details on designated branches of SCSB collecting the Application Form, please refer the above-mentioned
SEBI link.
ASBA PROCESS
A Resident Individual Investor who applies for minimum application size shall submit his Application through
an Application Form, either in physical or electronic mode, to the SCSB with whom the bank account of the
ASBA Applicant or bank account utilized by the ASBA Applicant (ASBA Account) is maintained. The SCSB
shall block an amount equal to the Application Amount in the bank account specified in the ASBA Application
Form, physical or electronic, on the basis of an authorization to this effect given by the account holder at the
time of submitting the Application. The Application Amount shall remain blocked in the aforesaid ASBA
Account until finalization of the Basis of Allotment in the Issue and consequent transfer of the Application
Amount against the allocated shares to the ASBA Public Issue Account, or until withdrawal/failure of the Issue
or until withdrawal/rejection of the ASBA Application, as the case may be.
The ASBA data shall thereafter be uploaded by the SCSB in the electronic IPO system of the Stock Exchange.
Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the
Controlling Branch of the SCSB for unblocking the relevant bank accounts and for transferring the amount
allocable to the successful ASBA Applicants to the ASBA Public Issue Account. In case of withdrawal/failure
of the Issue, the blocked amount shall be unblocked on receipt of such information from the LM.
ASBA Applicants are required to submit their Applications, either in physical or electronic mode. In case of
application in physical mode, the ASBA Applicant shall submit the ASBA Application Form at the Designated
Branch of the SCSB. In case of application in electronic form, the ASBA Applicant shall submit the Application
Form either through the internet banking facility available with the SCSB, or such other electronically enabled
mechanism for applying and blocking funds in the ASBA account held with SCSB, and accordingly registering
such Applications.
Page 345 of 412Who can apply?
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors
(Except Anchor investors) applying in a public issue shall use only Application Supported by Blocked Amount
(ASBA) facility for making payment. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, Individual Investors who applies for
minimum application size, may use either Application Supported by Blocked Amount (ASBA) process or UPI
payment mechanism by providing UPI ID in the Application Form which is linked from Bank Account of the
investor.
Mode of Payment
Upon submission of an Application Form with the SCSB, whether in physical or electronic mode, each ASBA
Applicant shall be deemed to have agreed to block the entire Application Amount and authorized the Designated
Branch of the SCSB to block the Application Amount, in the bank account maintained with the SCSB.
Application Amount paid in cash, by money order or by postal order or by stock invest, or ASBA Application
Form accompanied by cash, money order, postal order or any mode of payment other than blocked amounts in
the SCSB bank accounts, shall not be accepted. After verifying that sufficient funds are available in the ASBA
Account, the SCSB shall block an amount equivalent to the Application Amount mentioned in the ASBA
Application Form till the Designated Date. On the Designated Date, the SCSBs shall transfer the amounts
allocable to the ASBA Applicants from the respective ASBA Account, in terms of the SEBI Regulations, into
the Public Issue Account. The balance amount, if any against the said Application in the ASBA Accounts shall
then be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the
Issue. The entire Application Amount, as per the Application Form submitted by the respective ASBA
Applicants, would be required to be blocked in the respective ASBA Accounts until finalization of the Basis of
Allotment in the Issue and consequent transfer of the Application Amount against allocated shares to the Public
Issue Account, or until withdrawal/failure of the Issue or until rejection of the ASBA Application, as the case
may be.
Unblocking of ASBA Account
On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount against
each successful ASBA Applicant to the Public Issue Account as per the provisions of section 40(3) of the
Companies Act, 2013 and shall unblock excess amount, if any in the ASBA Account. However, the Application
Amount may be unblocked in the ASBA Account prior to receipt of intimation from the Registrar to the Issue
by the Controlling Branch of the SCSB regarding finalization of the Basis of Allotment in the Issue, in the event
of withdrawal/failure of the Issue or rejection of the ASBA Application, as the case may be.
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Page 346 of 412RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which
foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner
in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign
investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. Foreign
investment is allowed up to 100% under automatic route in our Company.
The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government
of India (DIPP), issued consolidates FDI Policy, which with effect from August 28, 2017 consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in
force and effect as on August 27, 2017. The Government proposes to update the consolidated circular on FDI
Policy once every year and therefore, the Consolidation FDI Policy will be valid until the DIPP issues an updated
circular.
The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the FIPB
or the RBI, provided that (i) the activities of the investee company are under the automatic route under the
Consolidated FDI Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the sectoral limits under
the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/RBI.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue. The Equity
Shares offered in the Issue have not been and will not be registered under the Securities Act and may
not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold (i) within the United States to persons
reasonably believed to be “qualified institutional investors” (as defined in Rule 144A under the Securities
Act) pursuant to Rule 144A under the Securities Act or other applicable exemption under the Securities
Act and (ii) outside the United States in offshore transactions in reliance on Regulations under the
Securities Act and the applicable laws of the jurisdictions where such offers and sales occur.
The above information is given for the benefit of the Applicants. Our Company and the BRLM are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of this Prospectus. Applicants are advised to make their independent investigations and
ensure that the Applications are not in violation of laws or regulations applicable to them.
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Page 347 of 412ISSUE STRUCTURE
This Issue has been made in terms of Regulation 229(2) of Chapter IX of SEBI ICDR Regulations whereby,
our post-issue face value capital is more than ten crore rupees and upto twenty-five crore rupees. The Company
shall issue specified securities to the public and propose to list the same on the Small and Medium Enterprise
Exchange ("SME Exchange", in this case being the Emerge Platform of NSE Limited). For further details
regarding the salient features and terms of this Offer, please refer to the chapter titled "Terms of the Issue"
and "Issue Procedure" beginning on page 304 and 313 of this Prospectus.
Present Issue Structure
Initial Public Offer of 47,93,000 Equity Shares of Rs. 10/- each (“Equity Shares”) of Anondita Medicare
Limited (“AML” or the “Company”) for cash at a price of Rs. 145/- per equity share (the “Issue Price”),
aggregating to Rs. 6949.85 Lakhs (“The Offer). Out of the Issue 2,70,000 equity shares aggregating to Rs.
391.50 Lakhs will be reserved for subscription by Market Maker (“Market Maker Reservation Portion”). The
Issue less the Market Maker Reservation Portion i.e. Issue of 45,23,000 equity shares of face value of Rs.
10.00/- each at an issue price of Rs. 145/- per equity share aggregating to Rs. 6558.35 Lakhs is hereinafter
referred to as the “Net Issue”. The Issue and the Net Issue will constitute 26.50% and 25.01%, respectively of
the Post Issue paid up equity share capital of our company.
Particulars of the Market Maker QIBs Non – Individual
Issue Reservation Institutional Investors
Portion Investors
Number of Equity 2,70,000 22,56,000 Equity shares 6,81,000 Equity 15,86,000 Equity
Shares available Equity shares shares shares
for allocation
Percentage of 5.63% of the Not more than 50.00% Not less than Not less than
Issue Size issue size of the Net offer size 15.00% of the 35.00% shall be
available for shall be available for Offer shall be available for
allocation allocation to QIBs. available for allocation.
However, up to 5.00% allocation
of net QIB Portion
(excluding the Anchor
Investor Portion) will be
available for allocation
proportionately to
Mutual Fund only. Up to
60.00% of the QIB
Portion may be available
for allocation to Anchor
Investors and one third
of the Anchor Investors
Portion shall be
available for allocation
to domestic mutual
funds only.
Page 348 of 412Basis of Firm Proportionate as follows The allocation shall Allotment to each
Allotment Allotment (excluding the Anchor be as follows: Individual
Investor Portion: (a) up (a) one third of investor who
to 45,000 Equity Shares, the portion applies for
shall be available for available to minimum
allocation on a noninstitutional application size
proportionate basis to investors shall be shall not be less
Mutual Funds only; and; reserved for than 2 lots, subject
(b) 9,06,000 Equity applicants with to availability of
shares shall be allotted application size of Equity Shares in
on a proportionate basis more than two lots their Portion and
to all QIBs including and up to such lots the remaining
Mutual Funds receiving equivalent to not available Equity
allocation as per (a) more than ₹10 Shares if any,
above 13,50,000 Equity lakhs; shall be allotted on
Shares may be allocated (b) two thirds a proportionate
on a discretionary basis of the portion basis. For details
to Anchor Investors For available to see, “Offer
further details please noninstitutional Procedure” on
refer to the section titled investors shall be page 313.
“Issue Procedure” reserved for
beginning on page 313. applicants with
application size of
more than ₹10
lakhs.
Mode of All the applicants shall make the application (Online or Physical) through the ASBA
Application Process only (including UPI mechanism for Individual Investors who applies for
minimum application size using Syndicate ASBA).
Minimum Bid 2,000 Equity Such number of Equity Such number of 2000 Equity Shares
Size Shares in Shares and in multiples Equity Shares and and in multiple of
multiple of of 1000 Equity Shares in multiples of 1000 Equity shares
1,000 Equity 1000 Equity Constituting
shares Shares minimum 2 lots so
that the Bid
amount exceeds
Rs. 2,00,000.
Maximum 270000 Equity Such number of Equity Such number of Such number of
Application Size Shares Shares in multiples of Equity Shares in Equity Shares in
1000 Equity Shares not multiples of 1000 multiples of 1000
exceeding the size of the Equity Shares not Equity Shares
Net Issue, subject to exceeding the size Constituting
applicable limits. of the Net Issue, minimum 2 lots so
subject to that the Bid
applicable to the amount exceeds
Bidder. Rs. 2,00,000.
Mode of
Dematerialized Form
Allotment
Page 349 of 412Trading Lot 1000 Equity 1000 Equity Shares and 1000 Equity 1000 Equity Shares
Shares, in Shares and in and in multiples
however, the multiples thereof multiples thereof thereof
Market Maker
may accept
odd lots if any
in the market
as required
under the
SEBI ICDR
Regulations
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA
Bidder or by the Sponsor Bank through the UPI Mechanism that is specified in the
ASBA Form at the time of submission of the ASBA Form.
Note:
1. In case of joint application, the Application Form should contain only the name of the First Applicant
whose name should also appear as the first holder of the beneficiary account held in joint names. The
signature of only such First Applicant would be required in the Application Form and such First Applicant
would be deemed to have signed on behalf of the joint holders.
2. Applicants will be required to confirm and will be deemed to have represented to our Company, the BRLM,
their respective directors, officers, agents, affiliates, and representatives that they are eligible under
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares in this Issue.
3. SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB.
Lot Size
SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the Circular) standardized the lot size
for Initial Public Offer proposing to list on Emerge exchange/platform and for the secondary market trading
on such exchange/platform, as under:
Issue Price (in Rs. ) Lot Size (No. of shares)
Upto 14 10000
More than 14 upto 18 8000
More than 18 upto 25 6000
More than 25 upto 35 4000
More than 35 upto 50 3000
More than 50 upto 70 2000
More than 70 upto 90 1600
More than 90 upto 120 1200
More than 120 upto 150 1000
More than 150 upto 180 800
More than 180 upto 250 600
More than 250 upto 350 400
More than 350 upto 500 300
More than 500 upto 600 240
More than 600 upto 750 200
More than 750 upto 1000 160
Above 1000 100
Page 350 of 412Further to the Circular, at the initial public offer stage the Registrar to Issue in consultation with BRLM, our
Company and NSE shall ensure to finalize the basis of allotment in minimum lots and in multiples of minimum
lot size, as per the above given table. The secondary market trading lot size shall be the same, as shall be the
initial public offer lot size at the application/allotment stage, facilitating secondary market trading.
*50% of the shares offered are reserved for applications below Rs.2.00 lakh and the balance for higher amount
applications.
WITHDRAWAL OF THE ISSUE
In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Book Running Lead
Manager, reserves the right to not to proceed with the Issue at any time before the Bid/Issue Opening Date,
without assigning any reason thereof.
In case, the Company wishes to withdraw the Issue after Bid/ Issue Opening but before allotment, the Company
will give public notice giving reasons for withdrawal of Issue. The public notice will appear in two widely
circulated national newspapers (one each in English and Hindi) and one in regional newspaper, where the
Registered office of the Company is situated.
The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the
ASBA Accounts within one Working Day from the day of receipt of such instruction. The notice of withdrawal
will be issued in the same newspapers where the pre-Issue advertisements have appeared and the Stock
Exchange will also be informed promptly. If our Company withdraws the Issue after the Bid/ Issue Closing
Date and subsequently decides to undertake a public offering of Equity Shares, our Company will file a fresh
Draft Red Herring Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approval of the
Stock Exchange, which our Company will apply for only after Allotment; and (ii) the registration of Draft Red
Herring Prospectus/ Red Herring Prospectus with RoC.
JURISDICTION
Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities at Kolkata.
BID/ISSUE PROGRAMME
Events Indicatives date
Bid/Issue opening date Friday, August 22, 2025
Bid/Issue closing date Tuesday, August 26, 2025
Finalization of Basis of Allotment with the Designated Stock On or before Thursday, August 28,
Exchange 2025
Initiation of Allotment / Refunds / Unblocking of Funds from On or before Friday, August 29, 2025
ASBA Account or UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or before Friday, August 29, 2025
Commencement of trading of the Equity Shares on the Stock On or before Monday, September 01,
Exchange 2025
Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian
Standard Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in
Page 351 of 412the case of ASBA Applicants, at the Designated Bank Branches except that on the Issue closing date when
applications will be accepted only between 10.00 a.m. to 2.00 p.m.
In case of discrepancy in the data entered in the electronic book vis a vis the data contained in the physical bid
form, for a particular bidder, the detail as per physical application form of that bidder may be taken as the final
data for the purpose of allotment.
Standardization of cut-off time for uploading of applications on the issue closing date:
(a) A standard cut-off time of 3.00 PM for acceptance of applications.
(b) A standard cut-off time of 4.00 PM for uploading of applications received from Non- Individual
applicants applying for minimum 2 lots i.e., QIBs, HNIs and employees (if any).
A standard cut-off time of 5.00 PM for uploading of applications received from only Individual Investors who
applies for minimum application size, may be extended up to such time as deemed fit by Stock Exchanges after
taking into account the total number of applications received upto the closure of timings and reported by
BRLM to the Exchange within half an hour of such closure.
Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).
(This space is left blank intentionally.)
Page 352 of 412SECTION IX - MAIN PROVISION OF ARTICLE OF ASSOCIATION
The Companies Act, 2013
(Company Limited by Shares)
ARTICLES OF ASSOCIATION
OF
ANONDITA MEDICARE LIMITED
PRELIMINERY
1.The Regulations contained in Table F in Schedule I to the Companies Act, 2013 shall apply to the Company
and the Regulations herein contained shall be the regulations for the management of the Company and for the
observance of its members and their representatives. They shall be binding on the Company and its members as
if they are the terms of an agreement between them.
INTERPRETATION
1. (i) In these Regulations:-
(a) "Company" means ANONDITA MEDICARE LIMITED.
(b) the Act” means the “Companies Act, 2013 and every statutory modification or re-enactment thereof and
references to Sections of the Act shall be deemed to mean and include references to sections enacted in
modification or replacement thereof.
(c) “these Regulations” means these Articles of Associations as originally framed or as altered, from time to
time.
(d) “the office” means the Registered Office for the time being of the Company.
(e) “the Seal” means the common seal and stamp of the Company.
(f) Words imparting the singular shall include the plural and vice versa, words imparting the masculine gender
shall include the feminine gender and words imparting persons shall includes bodies corporate and all other
persons recognized by law as such.
(g) “month” means a calendar month and “year” means financial year respectively.
(h) Expressions referring to writing shall be construed as including references to printing, lithography,
photography, and other modes of representing or reproducing words in a visible form.
(i) Unless the context otherwise requires, the words or expressions contained in these regulations shall bear the
same meaning as in the Act or any statutory modifications thereof, in force at the date at which these
regulations become binding on the Company.
(j) The Company is a “Public Company” within the meaning of Section 2(71) of the Companies Act, 2013 and
accordingly means a company which-
Page 353 of 412a) is not a private company;
b) has minimum paid up share capital, as may be prescribed.
Title of No. Content
Article
CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
Share Capital 3 The Authorised Share Capital of the Company shall be such amount; divided into such
class(es) denomination(s) and number of shares in the Company as stated in Clause V
of the Memorandum of Association of the Company; with power to increase or reduce
such Capital from time to time and power to divide the shares in the Capital for the
time being into other classes and to attach thereto respectively such preferential ,
convertible, deferred, qualified or other special rights, privileges, conditions or
restrictions and to vary, modify or abrogate the same in such manner as may be
determined by or in accordance with the regulations of the Company or the provisions
of the Company or the provisions of the law for the time being in force.
Increase of 4 The Company may in General Meeting from time to time by Ordinary Resolution
Capital by the increase its capital by creation of new shares which may be unclassified and may be
Company how classified at the time of issue in one or more classes and such amount or amounts as
carried into may be deemed expedient. The new shares shall be issued upon such terms and
effect conditions and with such rights and privileges annexed thereto as the resolution shall
prescribe and in particular, such shares may be issued with a preferential or qualified
right to dividends and in the distribution of assets of the Company and with a right of
voting at General Meeting of the Company in conformity with Section 47 of the
Companies Act, 2013. Whenever the capital of the Company has been increased under
the provisions of this Articles the Directors shall comply with the provisions of Section
64 of the Companies Act, 2013.
New Capital 5 Except so far as otherwise provided by the conditions of issue or by these presents, any
same as capital raised by the creation of new shares shall be considered as part of the existing
existing capital, and shall be subject to the provisions herein contained, with reference to the
capital payment of calls and installments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.
Non-Voting 6 The Board shall have the power to issue a part of authorised capital by way of non-
Shares voting Shares at price(s) premium, dividends, eligibility, volume, quantum, proportion
and other terms and conditions as they deem fit, in the event it is permitted by law to
issue shares without voting rights attached to the subject however to provisions of law,
rules, regulations, notifications and enforceable guidelines for the time being in force.
Redeemable 7 Subject to the provisions of Section 55 of the Companies Act, 2013, the Company shall
Preference have the power to issue preference shares which are or at the option of the Company,
Shares liable to be redeemed and the resolution authorizing such issue shall prescribe the
manner, terms and conditions of redemption.
Voting rights 8 The holder of Preference Shares shall have a right to vote only on Resolutions, which
of preference directly affect the rights attached to his Preference Shares and in circumstances
shares provided under Section 47(2).
Provisions to 9 On the issue of redeemable preference shares under the provisions of Article 7 hereof,
apply on issue the following provisions-shall take effect:
of Redeemable
Preference (a) No such Shares shall be redeemed except out of profits of which would otherwise
Shares be available for dividend or out of proceeds of a fresh issue of shares made for the
Page 354 of 412purpose of the redemption.
(b) No such Shares shall be redeemed unless they are fully paid.
(c) The premium, if any payable on redemption shall have been provided for out of the
profits of the Company or out of the Company's security premium account, before
the Shares are redeemed.
(d) Where any such Shares are redeemed otherwise then out of the proceeds of a fresh
issue, there shall out of profits which would otherwise have been available for
dividend, be transferred to a reserve fund, to be called "the Capital Redemption
Reserve Account", a sum equal to the nominal amount of the Shares redeemed, and
the provisions of the Act relating to the reduction of the share capital of the
Company shall, except as provided in Section 55 of the Companies Act, 2013 apply
as if the Capital Redemption Reserve Account were paid-up share capital of the
Company.
(e) Subject to the provisions of Section 55 of the Companies Act, 2013, the redemption
of preference shares hereunder may be affected in accordance with the terms and
conditions of their issue and in the absence of any specific terms and conditions in
that behalf, in such manner as the Directors may think fit.
Reduction of 10 The Company may (subject to the provisions of section 52, 55(1) & (2) of the
capital Companies Act, 2013 and Section 80 of the Companies Act, 1956, to the extent
applicable, and Section 100 to 105 of the Companies Act, 1956, both inclusive, and
other applicable provisions, if any, of the Act) from time to time by Special Resolution
reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account.
In any manner for the time being, authorized by law and in particular capital may be
paid off on the footing that it may be called up again or otherwise. This Article is not
to derogate from any power the Company would have, if it were omitted.
Purchase of 11 The Company shall have power, subject to and in accordance with all applicable
own Shares provisions of the Act, to purchase any of its own fully paid Shares whether or not they
are redeemable and may make a payment out of capital in respect of such purchase.
Sub-division 12 Subject to the provisions of Section 61 of the Companies Act, 2013 and other
consolidation applicable provisions of the Act, the Company in General Meeting may, from time to
and time, sub-divide or consolidate its Shares, or any of them and the resolution whereby
cancellation of any Share is sub-divided may determine that, as between the holders of the Shares
Shares resulting from such sub-divisions, one or more of such Shares shall have some
preference or special advantage as regards dividend, capital or otherwise over or as
compared with the other(s). Subject as aforesaid, the Company in General Meeting
may also cancel shares which have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the Shares so cancelled.
MODIFICATION OF RIGHTS
Modification 13 Whenever the capital, by reason of the issue of preference shares or otherwise, is
of rights divided into different classes of Shares, all or any of the rights and privileges attached
to each class may, subject to the provisions of Sections 48 of the Companies Act, 2013
be modified, commuted, affected, abrogated, dealt with or varied with the consent in
writing of the holders of not less than three-fourth of the issued capital of that class or
with the sanction of a Special Resolution passed at a separate General Meeting of the
holders of Shares of that class, and all the provisions hereafter contained as to General
Meeting shall mutatis mutandis apply to every such Meeting. This Article is not to
Page 355 of 412derogate from any power the Company would have if this Article was omitted.
The rights conferred upon the holders of the Shares (including preference shares, if
any) of any class issued with preferred or other rights or privileges shall, unless
otherwise expressly provided by the terms of the issue of Shares of that class, be
deemed not to be modified, commuted, affected, dealt with
orvariedbythecreationorissueoffurtherSharesrankingparipassutherewith.
SHARES, CERTIFICATES AND DEMATERIALISATION
Restriction on 14 The Board of Directors shall observe the restrictions on allotment of Shares to the
allotment and public contained in Section 39 of the Companies Act, 2013, and shall cause to be made
return of the returns as to allotment provided for in Section 39 of the Companies Act, 2013.
allotment
Further issue 15 1) Where at any time, a company having a share capital proposes to increase its
of shares subscribed capital by the issue of further shares, such shares shall be offered-
a. to persons who, at the date of the offer, are holders of equity shares of the
company in proportion, as nearly as circumstances admit, to the paid-up share
capital on those shares by sending a letter of offer subject to the following
conditions, namely:—
b. the offer shall be made by notice specifying the number of shares offered and
limiting a time not being less than fifteen days and not exceeding thirty days from
the date of the offer within which the offer, if not accepted, shall be deemed to
have been declined;
c. the offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of any
other person; and the notice referred to in clause (i) shall contain a statement of
this right;
d. after the expiry of the time specified in the notice aforesaid, or on receipt of
earlier intimation from the person to whom such notice is given that he declines
to accept the shares offered, the Board of Directors may dispose of them in such
manner which is not disadvantageous to the shareholders and the company;
e. to employees under a scheme of employees’ stock option, subject to special
resolution passed by company and subject to such conditions as may be
prescribed; or
f. to any persons, if it is authorized by a special resolution, whether or not those
persons include the persons referred to in clause (a) or clause (b), either for cash
or for a consideration other than cash, if the price of such shares is determined
by the valuation report of a registered valuer subject to such conditions as may
be prescribed.
2) The notice referred to in sub-clause (a)(i) of Clause (1) shall be dispatched through
registered post or speed post or through electronic mode to all the existing
shareholders at least three days before the opening of the issue.
3) Nothing aforesaid shall apply to the increase of the subscribed capital of a company
caused by the exercise of an option as a term attached to the debentures issued or
loan raised by the company to convert such debentures or loans into shares in the
company:
Provided that the terms of issue of such debentures or loan containing such an option
have been approved before the issue of such debentures or the raising of loan by a
special resolution passed by the company in general meeting.
Page 356 of 412Shares at the 16 Subject to the provisions of Section 62 of the Companies Act, 2013 and these Articles,
disposal of the the Shares in the capital of the Company for the time being shall be under the control
Directors of the Directors who may issue, allot or otherwise dispose of the same or any of them
to such person, in such proportion and on such terms and conditions and either at a
premium or at par or (subject to the compliance with the provision of Section 53 of the
Companies Act, 2013) at a discount and at such time as they may from time to time
think fit and with sanction of the Company in the General Meeting to give to any person
or persons the option or right to call for any Shares either at par or premium during
such time and for such consideration as the Directors think fit, and may issue and allot
Shares in the capital of the Company on payment in full or part of any property sold
and transferred or for any services rendered to the Company in the conduct of its
business and any Shares which may so be allotted may be issued as fully paid up Shares
and if so issued, shall be deemed to be fully paid Shares. Provided that option or right
to call for Shares shall not be given to any person or persons without the sanction of
the Company in the General Meeting.
Power to offer 16A 1) Without prejudice to the generality of the powers of the Board under Article 16 or
Shares/options in any other Article of these Articles of Association, the Board or any Committee
to acquire thereof duly constituted may, subject to the applicable provisions of the Act, rules
Shares notified thereunder and any other applicable laws, rules and regulations, at any point
of time, offer existing or further Shares (consequent to increase of share capital) of
the Company, or options to acquire such Shares at any point of time, whether such
options are granted by way of warrants or in any other manner (subject to such
consents and permissions as may be required) to its employees, including Directors
(whether whole-time or not), whether at par, at discount or at a premium, for cash
or for consideration other than cash, or any combination thereof as may be permitted
by law for the time being in force.
2) In addition to the powers of the Board under Article 16A (1), the Board may also
allot the Shares referred to in Article 16A (1) to any trust, whose principal objects
would inter alia include further transferring such Shares to the Company’s
employees [including by way of options, as referred to in Article 16A (1)] in
accordance with the directions of the Board or any Committee thereof duly
constituted for this purpose. The Board may make such provision of moneys for the
purposes of such trust, as it deems fit.
3) The Board, or any Committee there of duly authorized for this purpose, may do all
such acts, deeds, things, etc. as may be necessary or expedient for the purposes of
achieving the objectives set out in Articles 16A (1) and (2) above.
Application of 17 1) Where the Company issues Shares at a premium whether for cash or otherwise, a
premium sum equal to the aggregate amount or value of the premium on these Shares shall be
received on transferred to an account, to be called "the securities premium account" and the
Shares provisions of the Act relating to the reduction of the share capital of the Company
shall except as provided in this Article, apply as if the securities premium account
were paid up share capital of the Company.
2) The securities premium account may, notwithstanding anything in clause (1) thereof
be applied by the Company:
a. In paying up unissued Shares of the Company, to be issued to the Members of
the Company as fully paid bonus shares;
b. In writing off the preliminary expenses of the Company;
c. In writing off the expenses of or the commission paid or discount allowed or any
issue of Shares or debentures of the Company ;or
Page 357 of 412d. In providing for the premium payable on the redemption of any redeemable
preference shares or of any debentures of the Company.
e. For the purchase of its own shares or other securities under Section 68 of the
Companies Act, 2013.
Power also to 18 In addition to and without derogating from the powers for that purpose conferred on
Company in the Board under these Articles, the Company in General Meeting may, subject to the
General provisions of Section 62 of the Companies Act, 2013, determine that any Shares
Meeting to (whether forming part of the original capital or of any increased capital of the
issue Shares Company) shall be offered to such persons (whether Members or not) in such
proportion and on such terms and conditions and either (subject to compliance with the
provisions of Sections 52 and 53 of the Companies Act, 2013) at a premium or at par
or at a discount as such General Meeting shall determine and with full power to give
any person (whether a Member or not) the option or right to call for or buy allotted
Shares of any class of the Company either (subject to compliance with the provisions
of Sections 52 and 53 of the Companies Act, 2013) at a premium or at par or at a
discount, such option being exercisable at such times and for such consideration as may
be directed by such General Meeting or the Company in General Meeting may make
any other provision whatsoever for the issue, allotment, or disposal of any Shares.
Power of 18A Without prejudice to the generality of the powers of the General Meeting under Article
General 18 or in any other Article of these Articles of Association, the General Meeting may,
Meeting to subject to the applicable provisions of the Act, rules notified thereunder and any other
authorize applicable laws, rules and regulations, determine, or give the right to the Board or any
Board to offer Committee thereof to determine, that any existing or further Shares (consequent to
Shares/Option increase of share capital) of the Company, or options to acquire such Shares at any
s to employees point of time, whether such options are granted by way of warrants or in any other
manner (subject to such consents and permissions as may be required) be
allotted/granted to its employees, including Directors (whether whole-time or not),
whether at par, at discount or a premium, for cash or for consideration other than cash,
or any combination thereof as may be permitted by law for the time being in force. The
General Meeting may also approve any Scheme/Plan/ other writing, as may be set out
before it, for the afore said purpose. In addition to the powers contained in Article 18A
(1), the General Meeting may authorize the Board or any Committee thereof to exercise
all such powers and do all such things as may be necessary or expedient to achieve the
objectives of any Scheme/Plan/other writing approved under the aforesaid Article.
Shares at a 19 The Company shall not issue Shares at a discount except the issue of Sweat Equity
discount Shares of a class already issued, if the following conditions are fulfilled, namely:
(a) the issue is authorized by a special resolution passed by the company;
(b) the resolution specifies the number of shares, the current market price,
consideration, if any, and the class or classes of directors or employees to whom
such equity shares are to be issued;
(c) not less than one year has, at the date of such issue, elapsed since the date on which
the company had commenced business; and
(d) where the equity shares of the company are listed on a recognized stock exchange,
the sweat equity shares are issued in accordance with the regulations made by the
Securities and Exchange Board in this behalf and if they are not so listed, the sweat
equity shares are issued in accordance with the prescribed rules.
Installments of 20 If by the conditions of any allotment of any Shares the whole or any part of the amount
Shares to be or issued price thereof shall, be payable by installments, every such installment shall
duly paid when due, be paid to the Company by the person who for the time being and from time
Page 358 of 412to time shall be the registered holder of the Shares or his legal representatives, and shall
for the purposes of these Articles be deemed to be payable on the date fixed for payment
and in case of non-payment the provisions of these Articles as to payment of interest
and expenses forfeiture and like and all the other relevant provisions of the Articles
shall apply as if such installments were a call duly made notified as hereby provided.
The Board 21 Subject to the provisions of the Act and these Articles, the Board may allot and issue
may issue Shares in the Capital of the Company as payment for any property purchased or
Shares as fully acquired or for services rendered to the Company in the conduct of its business or in
paid-up satisfaction of any other lawful consideration. Shares which may be so issued may be
issued as fully paid-up or partly paid up Shares.
Acceptance of 22 Any application signed by or on behalf of an applicant for Share(s) in the Company,
Shares followed by an allotment of any Share therein, shall be an acceptance of Share(s) within
the meaning of these Articles, and every person who thus or otherwise accepts any
Shares and whose name is therefore placed on the Register of Members shall for the
purpose of this Article, be a Member.
Deposit and 23 The money, if any which the Board of Directors shall on the allotment of any Shares
call etc., to be being made by them, require or direct to be paid by way of deposit, call or otherwise,
debt payable in respect of any Shares allotted by them shall immediately on the inscription of the
name of the allottee in the Register of Members as the holder of such Shares, become
a debt due to and recoverable by the Company from the allottee thereof, and shall be
paid by him accordingly.
Liability of 24 Every Member, or his heirs, executors or administrators to the extent of his assets which
Members come to their hands, shall be liable to pay to the Company the portion of the capital
represented by his Share which may, for the time being, remain unpaid thereon in such
amounts at such time or times and in such manner as the Board of Directors shall, from
time to time, in accordance with the Company's requirements require or fix for the
payment there of.
Dematerializat 25A Definitions:
ion of Beneficial Owner “Beneficial Owner” means a person whose name is recorded as such
securities with a Depository.
SEBI “SEBI” means the Securities and Exchange Board of India.
Bye-Laws “Bye-Laws” mean bye-laws made by a depository under Section 26 of the
Depositories Act, 1996;
Depositories Act “Depositories Act” means the Depositories Act, 1996 including any
statutory modifications or re-enactment thereof for the time being in force;
Depository “Depository” means a company formed and registered under the
Companies Act, 1956 and which has been granted a certificate of registration under
sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act,
1992;
Record “Record” includes the records maintained in the form of books or stored in a
computer or in such other form as may be determined by the regulations made by SEBI;
Regulations “Regulations” mean the regulations made by SEBI;
Security “Security” means such security as may be specified by SEBI.
Dematerializat 25B Either on the Company or on the investor exercising an option to hold his securities
ion of with a depository in a dematerialized form, the Company shall enter into an agreement
securities with the depository to enable the investor to dematerialize the Securities, in which
event the rights and obligations of the parties concerned shall be governed by the
Depositories Act.
Options to 25C Every person subscribing to securities offered by the Company shall have the option to
Page 359 of 412receive receive the Security certificates or hold securities with a depository.
security
certificates or Where a person opts to hold a Security with a depository, the Company shall intimate
hold securities such depository the details of allotment of the Security, and on receipt of such
with information the depository shall enter in its record the name of the allotted as the
depository Beneficial Owner of that Security.
Securities in 25D All Securities held by a Depository shall be dematerialized and shall be in a fungible
depositories to form;
be in fungible
form
Rights of 25E 1) Notwithstanding anything to the contrary contained in the Articles, a Depository
depositories shall be deemed to be a registered owner for the purposes of effecting transfer of
and beneficial ownership of Security on behalf of the Beneficial Owner;
owners 2) Save as otherwise provided in (1) above, the Depository as a registered owner shall
not have any voting rights or any other rights in respect of Securities held by it;
3) Every person holding equity share capital of the Company and whose name is
entered as Beneficial Owner in the Records of the Depository shall be deemed to
be a Member of the Company. The Beneficial Owner shall been titled to all the
rights and benefits and be subjected to all the liabilities in respect of the Securities
held by a Depository.
Depository To 25F Every Depository shall furnish to the Company information about the transfer of
Furnish Securities in the name of the Beneficial Owner at such intervals and in such manner as
Information may be specified by the bye-laws and the Company in that behalf.
Service of 25G Notwithstanding anything in the Act or these Articles to the contrary, where securities
documents are held in a depository, the records of the beneficial ownership may be served by such
depository on the Company by means of electronic mode or by delivery of floppies or
discs.
Option to opt 25H If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the
out in respect Beneficial Owner shall inform the Depository accordingly. The Depository shall on
of any security receipt of information as above make appropriate entries in its Records and shall inform
the Company. The Company shall, within thirty (30) days of the receipt of intimation
from the depository and on fulfillment of such conditions and on payment of such fees
as may be specified by the regulations, issue the certificate of securities to the
Beneficial Owner or the transferee as the case may be.
Sections 45 25I Notwithstanding anything to the contrary contained in the Articles:
and 56 of the 1) Section 45 of the Companies Act, 2013 shall not apply to the Shares held with a
Companies Depository;
Act, 2013 not 2) Section 56 of the Companies Act, 2013 shall not apply to transfer of Security
to apply affected by the transferor and the transferee both of whom are entered as Beneficial
Owners in the Records of a Depository.
Share 26 (a) Every Member or allottee of Shares is entitled, without payment, to receive one
certificate certificate for all the Shares of the same class registered in his name.
(b) Any two or more joint allottees or holders of Shares shall, for the purpose of this
Article, be treated as a single Member and the certificate of any Share which may
be the subject of joint ownership may be delivered to anyone of such joint owners,
on behalf of all of them.
Limitation of 26A Every Member shall be entitled, without payment to one or more certificates in
time for issue marketable lots, for all the shares of each class or denomination registered in his name,
of certificates or if the directors so approve (upon paying such fee as the Directors so time determine)
Page 360 of 412to several certificates, each for one or more of such shares and the Company shall
complete and have ready for delivery such certificates within three months from the
date of allotment, unless the conditions of issue thereof otherwise provide, or within
two months of the receipt of application of registration of transfer, transmission, sub-
division, consolidation or renewal of any of its Shares as the case may be. Every
certificate of Shares shall be under the seal of the company and shall specify the number
and distinctive numbers of Shares in respect of which it is issued and amount paid-up
thereon and shall be in such form as the directors may prescribe and approve, provided
that in respect of a Share or Shares held jointly by several persons, the Company shall
not be bound to issue more than one certificate and delivery of a certificate of Shares
to one or several joint holders shall be a sufficient delivery to all such holder.
Renewal of 27 No certificate of any Share or Shares shall be issued either in exchange for those, which
share are sub-divided or consolidated or in replacement of those which are defaced, torn or
certificates old, decrepit, worn-out, or where the pages on the reverse for recording transfer have
been duly utilised unless the certificate in lieu of which it is issued is surrendered to
the Company.
PROVIDED THAT no fee shall be charged for issue of new certificate in replacement
of those which are old, decrepit or worn out or where the pages on the reverse for
recording transfer have been fully utilized.
Issue of new 28 If any certificate be worn out, defaced, mutilated or torn or if there be no further space
certificate in on the back thereof for endorsement of transfer, then upon production and surrender
place of one thereof to the Company, a new Certificate may be issued in lieu thereof, and if any
defaced, lost certificate lost or destroyed then upon proof thereof to the satisfaction of the Company
or destroyed and on execution of such indemnity as the company deem adequate, being given, a new
certificate in lieu thereof shall be given to the party entitled to such lost or destroyed
Certificate. Every certificate under the article shall be issued without payment of fees
if the Directors so decide, or on payment of such fees (not exceeding Rs.2/- for each
certificate) as the Directors shall prescribe. Provided that no fee shall be charged for
issue of new Certificates in replacement of those which are old, defaced or worn out or
where there is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with
such rules or regulations or requirements of any Stock Exchange or the rules made
under the Act or rules made under Securities Contracts (Regulation) Act, 1956 or any
other Act, or rules applicable thereof in this behalf.
The provision of this Article shall mutatis mutandis apply to Debentures of the
Company.
The first name 29 If any Share(s) stands in the name of two or more persons, the person first named in
joint holder the Register of Members shall, as regards receipt of dividends or bonus or service of
deemed sole notice and all or any other matters connected with Company except voting at Meetings
holder and the transfer of the Shares be deemed the sole holder thereof but the joint holders of
a Share shall severally as well as jointly be liable for the payment of all incidents
thereof according to the Company's Articles.
Issue of Shares 30 In the event it is permitted by law to issue shares without voting rights attached to them,
without the Directors may issue such share upon such terms and conditions and with such rights
Voting Rights and privileges annexed thereto as thought fit and as may be permitted by law.
Buy-Back of 31 Notwithstanding anything contained in these articles, in the event it is permitted by law
Shares and for a company to purchase its own shares or securities, the Board of Directors may,
Securities when and if thought fit, buy back, such of the Company’s own shares or securities as
Page 361 of 412it may think necessary, subject to such limits, upon such terms and conditions, and
subject to such approvals, provision of section 67 and SEBI (Buy Back of Shares)
Regulations as may be permitted by law.
Employees 32 The Directors shall have the power to offer , issue and allot Equity Shares in or
Stock Options Debentures (Whether fully/ partly convertible or not into Equity Shares) of the
Scheme/Plan Company with or without Equity Warrants to such of the Officers, Employees,
Workers of the Company or of its Subsidiary and / or Associate Companies or
Managing and Whole Time Directors of the Company (hereinafter in this Article
collectively referred to as “the Employees”) as may be selected by them or by the
trustees of such trust as may be set up for the benefit of the Employees in accordance
with the terms and conditions of the Scheme, trust, plan or proposal that may be
formulated , created, instituted or set up by the Board of Directors or the Committee
thereof in that behalf on such terms and conditions as the Board may in its discretion
deem fit.
Sweat Equity 33 Subject to the provisions of the Act (including any statutory modification or re-
enactment thereof, for the time being in force), shares of the Company may be issued
at a discount or for consideration other than cash to Directors or employees who
provide know-how to the Company or create an intellectual property right or other
value addition.
Postal Ballot 34 The Company may pass such resolution by postal ballot in the manner prescribed by
Section 110 of the Companies Act, 2013 and such other applicable provisions of the
Act and any future amendments or re-enactment thereof and as may be required by any
other law including Listing Regulations as amended from time to time.
Notwithstanding anything contained in the provisions of the Act, the Company shall in
the case of a resolution relating to such business, as the Central Government may, by
notification, declare to be conducted only by postal ballot, get such resolution passed
by means of postal ballot instead of transacting such business in a general meeting of
the Company.
Company not 35 Except as ordered by a Court of competent jurisdiction or as by law required, the
bound to Company shall not be bound to recognize, even when having notice thereof any
recognize any equitable, contingent, future or partial interest in any Share, or (except only as is by
interest in these Articles otherwise expressly provided) any right in respect of a Share other than
Shares other an absolute right thereto, in accordance with these Articles, in the person from time to
than of time registered as holder thereof but the Board shall be at liberty at their sole discretion
registered to register any Share in the joint names of any two or more persons (but not exceeding
holder 4 persons) or the survivor or survivors of them.
Trust 36 (a) Except as ordered, by a Court of competent jurisdiction or as by law required, the
recognized Company shall not be bound to recognize, even when having notice thereof, any
equitable, contingent, future or partial interest in any Share, or (except only as is by
these Articles otherwise expressly provided) any right in respect of a Share other
than an absolute right thereto, in accordance with these Articles, in the person from
time to time registered as holder thereof but the Board shall be at liberty at their sole
discretion to register any Share in the joint names of any two or more persons (but
not exceeding 4 persons) or the survivor or survivors of them.
(b) Shares may be registered in the name of an incorporated Company or other body
corporate but not in the name of a minor or of a person of unsound mind (except in
case where they are fully paid) or in the name of any firm or partnership.
Declaration by 37 1) Notwithstanding anything herein contained a person whose name is at any time
person not entered in Register of Member of the Company as the holder of a Share in the
Page 362 of 412holding Company, but who does not hold the beneficial interest in such Shares, shall, if so
beneficial required by the Act within such time and in such forms as may be prescribed, make
interest in any declaration to the Company specifying the name and other particulars of the person
Shares or persons who hold the beneficial interest in such Share in the manner provided in
the Act.
2) A person who holds a beneficial interest in a Share or a class of Shares of the
Company, shall if so required by the Act, within the time prescribed, after his
becoming such beneficial owner, make a declaration to the Company specifying the
nature of his interest, particulars of the person in whose name the Shares stand in
the Register of Members of the Company and such other particulars as may be
prescribed as provided in the Act.
3) Whenever there is a change in the beneficial interest in a Share referred to above,
the beneficial owner shall, of so required by the Act, within the time prescribed,
from the date of such change, make a declaration to the Company in such form and
containing such particulars as may be prescribed in the Act
4) Notwithstanding anything contained in the Act and Articles 35 and 36 hereof, where
any declaration referred to above is made to the Company, the Company shall, if so
required by the Act, make a note of such declaration in the Register of Members and
file within the time prescribed from the date of receipt of the declaration a return in
the prescribed form with the Registrar with regard to such declaration.
Funds of 38 No funds of the Company shall except as provided by Section 67 of the Companies
Company not Act, 2013 be employed in the purchase of its own Shares, unless the consequent
to be applied reduction of capital is effected and sanction in pursuance of Sections 52, 55 (to the
in purchase of extent applicable) of Companies Act, 2013 and Sections 80 and 100 to 105 of the
Shares of the Companies Act, 1956 and these Articles or in giving either directly or indirectly and
Company whether by means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connection with a purchase or subscription
made or to be made by any person of or for any Share in the Company in its holding
Company.
UNDERWRITING AND BROKERAGE
Commission 39 Subject to the provisions of Section 40 of the Companies Act, 2013, the Company may
may be paid at anytime pay commission to any person in consideration of his subscribing or
agreeing to subscribe (whether absolutely or conditionally) for any Shares in or
debentures of the Company.
Brokerage 40 The Company may on any issue of Shares or Debentures or on deposits pay such
brokerage as may be reasonable and lawful.
Commission 41 Where the Company has paid any sum by way of commission in respect of any Shares
to be included or Debentures or allowed any sums by way of discount in respect to any Shares or
in the annual Debentures, such statement thereof shall be made in the annual return as required by
return Section 92 to the Companies Act, 2013.
DEBENTURES
Debentures 42 (a) The Company shall not issue any debentures carrying voting rights at any Meeting
with voting of the Company whether generally or in respect of particular classes of business.
rights not to be (b) Payments of certain debts out of assets subject to floating charge in priority to claims
issued under the charge may be made in accordance with the provisions of Section 327 of
the Companies Act,2013.
(c) Certain charges (which expression includes mortgage) mentioned in Section 77 of
the Companies Act, 2013 shall be void against the Liquidator or creditor unless
registered as provided in Section 77 of the Companies Act,2013.
Page 363 of 412(d) A contract with the Company to take up and pay debentures of the Company may
be enforced by a decree for specific performance.
(e) Unless the conditions of issue thereof otherwise provide, the Company shall (subject
to the provisions of Section 56 of the Companies Act, 2013) within six months after
the allotment of its debentures or debenture-stock and within one month after the
application for the registration of the transfer of any such debentures or debentures-
stock have completed and ready for delivery the certificate of all debenture- stock
allotted or transferred.
(f) The Company shall comply with the provisions of Section 71 of the Companies Act,
2013 as regards supply of copies of Debenture Trust Deed and inspection thereof.
(g) The Company shall comply with the provisions of Section 2(16), 77 to87 (inclusive)
of the Companies Act, 2013 as regards registration of charges.
CALLS
Directors may 43 (a) Subject to the provisions of Section 49 of the Companies Act, 2013 the Board of
make calls Directors may from time to time by a resolution passed at a meeting of a Board (and
not by a circular resolution) make such calls as it thinks fit upon the Members in
respect of all moneys unpaid on the Shares or by way of premium, held by them
respectively and not by conditions of allotment thereof made payable at fixed time
and each Member shall pay the amount of every call so made on him to person or
persons and at the times and places appointed by the Board of Directors. A call may
be made payable by installments. A call may be postponed or revoked as the Board
may determine. No call shall be made payable within less than one month from the
date fixed for the payment of the last preceding call.
(b) The joint holders of a Share shall be jointly and severally liable to pay all calls in
respect thereof.
Notice of call 44 Not less than fourteen days notice in writing of any call shall be given by the Company
when to be specifying the time and place of payment and the person or persons to whom such call
given shall be paid.
Call deemed to 45 A call shall be deemed to have been made at the time when the resolution authorizing
have been such call was passed at a meeting of the Board of Directors and may be made payable
made by the Members of such date or at the discretion of the Directors on such subsequent
date as shall be fixed by the Board of Directors.
Directors 46 The Directors may, from time to time, at their discretion, extend the time fixed for the
may payment of any call, and may extend such time as to all or any of the members who
extend time from residence at a distance or other cause, the Directors may deem fairly entitled to
such extension, but no member shall be entitled to such extension, save as a matter of
grace and favour.
Amount 47 If by the terms of issue of any Share or otherwise any amount is made payable at any
payable at fixed time or by installments at fixed time (whether on account of the amount of the
fixed time or Share or by way of premium) every such amount or installment shall be payable as if
by it were a call duly made by the Directors and of which due notice has been given and
installments to all the provisions herein contained in respect of calls shall apply to such amount or
be treated as installment accordingly.
calls
When interest 48 If the sum payable in respect of any call or installment is not paid on or before the day
on call or appointed for the payment thereof, the holder for the time being or allottee of the Share
installment in respect of which the call shall have been made or the installment shall be due, shall
payable pay interest on the same at such rate not exceeding ten percent per annum as Directors
shall fix from the day appointed for the payment thereof up to the time of actual
Page 364 of 412payment but the Directors may waive payment of such interest wholly or in part.
Evidence in 49 On the trial of hearing of any action or suit brought by the Company against any
action by Member or his Legal Representatives for the recovery of any money claimed to be due
Company any to the Company in respect of his Shares, it shall be sufficient to prove that the name of
against share the Member in respect of whose Shares the money is sought to be recovered is entered
holder on the Register of Members as the holder or as one of the holders at or subsequent to
the date at which the money sought to be recovered is alleged to have become due on
the Shares in respect of which the money is sought to be recovered, that the resolution
making the call is duly recorded in the minute book and the notice of such call was
duly given to the Member or his legal representatives sued in pursuance of these
Articles and it shall not be necessary to prove the appointment of Directors who made
such call, nor that a quorum of Directors was present at the Board meeting at which
any call was made nor that the meeting at which any call was made was duly convened
or constituted nor any other matter whatsoever but the proof of the matters aforesaid
shall be conclusive evidence of the debt.
Payment in 50 The Directors may, if they think fit, subject to the provisions of Section 50 of the
anticipation of Companies Act, 2013, agree to and receive from any Member willing to advance the
calls may same whole or any part of the moneys due upon the shares held by him beyond the
carry interest sums actually called for, and upon the amount so paid or satisfied in advance, or so
much thereof as from time to time exceeds the amount of the calls then made upon the
shares in respect of which such advance has been made, the Company may pay interest
at such rate, as the member paying such sum in advance and the Directors agree upon
provided that money paid in advance of calls shall not confer a right to participate in
profits or dividend. The Directors may at any time repay the amount so advanced.
The Members shall not be entitled to any voting rights in respect of the moneys so paid
by him until the same would but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures
of the Company.
LIEN
Partial 51 Neither the receipt by the Company of a portion of any money which shall, from time
payment not to to time be due from any Member to the Company in respect of his Shares, either by
preclude way of principal or interest, or any indulgence granted by the Company in respect of
forfeiture the payment of such money, shall preclude the Company from thereafter proceeding to
enforce a forfeiture of such Shares as hereinafter provided.
Company’s 52 The Company shall have first and paramount lien upon all Shares/Debentures (other
lien on Shares/ than fully paid up Shares/ Debentures) registered in the name of each Member (whether
Debentures solely or jointly with others) and upon the proceeds of sale thereof, for all moneys
(whether presently payable or not) called or payable at a fixed time in respect of such
Shares/ Debentures and no equitable interest in any Share shall be created except upon
the footing and condition that this Article will have full effect and such lien shall extend
to all dividends and bonuses from time to time declared in respect of such
Shares/Debentures; Unless otherwise agreed the registration of a transfer of Shares/
Debentures shall operate as a waiver of the Company’s lien if any, on such
Shares/Debentures. The Directors may at any time declare any Shares/ Debentures
wholly or in part exempt from the provisions of this Article.
As to 53 The Company may sell, in such manner as the Board thinks fit, any Shares on which
enforcing lien the Company has lien for the purpose of enforcing the same.
by sale
PROVIDED THAT no sale shall be made:-
Page 365 of 412(a) Unless a sum in respect of which the lien exists is presently payable; or
(b) Until the expiration of fourteen days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is
/presently payable has been given to the registered holder for the time being of the
Share or the person entitled thereto by reason of his death or insolvency.
For the purpose of such sale the Board may cause to be issued a duplicate certificate in
respect of such Shares and may authorize one of their members to execute a transfer
there from on behalf of and in the name of such Members.
The purchaser shall not be bound to see the application of the purchase money, nor
shall his title to the Shares be affected by any irregularity, or invalidity in the
proceedings in reference to the sale.
Application of 54 (a) The net proceeds of any such sale shall be received by the Company and applied in
proceeds of or towards satisfaction of such part of the amount in respect of which the lien exists
sale as is presently payable, and
(b) The residue if any, after adjusting costs and expenses if any incurred shall be paid
to the person entitled to the Shares at the date of the sale (subject to a like lien for
sums not presently payable as existed on the Shares before the sale).
FORFEITURE OF SHARES
If money 55 If any Member fails to pay the whole or any part of any call or any installments of a
payable on call on or before the day appointed for the payment of the same or any such extension
Shares not thereof, the Board of Directors may, at any time thereafter, during such time as the call
paid notice to for installment remains unpaid, give notice to him requiring him to pay the same
be given together with any interest that may have accrued and all expenses that may have been
incurred by the Company by reason of such non-payment.
Sum payable 56 For the purposes of the provisions of these Articles relating to forfeiture of Shares, the
on allotment to sum payable upon allotment in respect of a share shall be deemed to be a call payable
be deemed a upon such Share on the day of allotment.
call
Form of notice 57 The notice shall name a day, (not being less than fourteen days from the day of the
notice) and a place or places on and at which such call in installment and such interest
thereon at such rate not exceeding eighteen percent per annum as the Directors may
determine and expenses as aforesaid are to be paid. The notice shall also state that in
the event of the non-payment at or before the time and at the place appointed, Shares
in respect of which the call was made or installment is payable will be liable to be
forfeited.
In default of 58 If the requirements of any such notice as aforesaid are not complied with, any Share or
payment Shares in respect of which such notice has been given may at any time thereafter before
Shares to be payment of all calls or installments, interests and expenses due in respect thereof, be
forfeited forfeited by a resolution of the Board of Directors to that effect. Such forfeiture shall
include all dividends declared or any other moneys payable in respect of the forfeited
Shares and not actually paid before the forfeiture.
Notice of 59 When any Share shall have been so forfeited, notice of the forfeiture shall be given to
forfeiture to a the Member in whose name it stood immediately prior to the forfeiture, and an entry of
Member the forfeiture, with the date thereof, shall forthwith be made in the Register of
Members, but no forfeiture shall be in any manner invalidated by any omission or
neglect to give such notice or to make any such entry as aforesaid.
Forfeited 60 Any Share so forfeited, shall be deemed to be the property of the Company and may
Page 366 of 412Shares to be be sold, re-allotted or otherwise disposed of, either to the original holder or to any other
the property of person, upon such terms and in such manner as the Board of Directors shall think fit.
the Company
and may be
sold etc.
Member still 61 Any Member whose Shares have been forfeited shall notwithstanding the forfeiture, be
liable for liable to pay and shall forthwith pay to the Company on demand all calls, installments,
money owning interest and expenses owing upon or in respect of such Shares at the time of the
at the time of forfeiture together with interest thereon from the time of the forfeiture until payment,
forfeiture and at such rate not exceeding eighteen percent per annum as the Board of Directors may
interest determine and the Board of Directors may enforce the payment of such moneys or any
part thereof, if it thinks fit, but shall not be under any obligation to do so.
Effects of 62 The forfeiture of a Share shall involve the extinction at the time of the forfeiture, of all
forfeiture interest in and all claims and demand against the Company in respect of the Share and
all other rights incidental to the Share, except only such of those rights as by these
Articles are expressly saved.
Power to 63 The Board of Directors may at any time before any Share so forfeited shall have been
annul sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such
forfeiture conditions as it thinks fit.
Declaration of 64 (a) A duly verified declaration in writing that the declarant is a Director, the Managing
forfeiture Director or the Manager or the Secretary of the Company, and that Share in the
Company has been duly forfeited in accordance with these Articles, on a date stated
in the declaration, shall be conclusive evidence of the facts therein stated as against
all persons claiming to be entitled to the Share.
(b) The Company may receive the consideration, if any, given for the Share on any
sale, re-allotment or other disposal thereof and may execute a transfer of the Share
in favour of the person to whom the Share is sold or disposed off.
(c) The person to whom such Share is sold, re-allotted or disposed of shall thereupon
be registered as the holder of the Share.
(d) Any such purchaser or allotee shall not (unless by express agreement) be liable to
pay calls, amounts, installments, interests and expenses owing to the Company
prior to such purchase or allotment nor shall be entitled (unless by express
agreement) to any of the dividends, interests or bonuses accrued or which might
have accrued upon the Share before the time of completing such purchase or before
such allotment.
(e) Such purchaser or allottee shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the Share be effected by the irregularity
or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or
other disposal of the Shares.
Provisions of 65 The provisions of these Articles as to forfeiture shall apply in the case of non-payment
these articles of any sum which by the terms of issue of a Share becomes payable at a fixed time,
as to forfeiture whether on account of the nominal value of Share or by way of premium, as if the same
to apply in had been payable by virtue of a call duly made and notified.
case of non-
payment of
any sum
Cancellation 66 Upon sale, re-allotment or other disposal under the provisions of these Articles, the
of shares certificate or certificates originally issued in respect of the said Shares shall (unless the
certificates in same shall on demand by the Company have been previously surrendered to it by the
Page 367 of 412respect of defaulting Member) stand cancelled and become null and void and of no effect and the
forfeited Directors shall be entitled to issue a new certificate or certificates in respect of the said
Shares Shares to the person or persons entitled thereto.
Evidence of 67 The declaration as mentioned in Article 64(a) of these Articles shall be conclusive
forfeiture evidence of the facts therein stated as against all persons claiming to be entitled to the
Share.
Validity of 68 Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers
sale hereinbefore given, the Board may appoint some person to execute an instrument of
transfer of the Shares sold and cause the purchaser's name to be entered in the Register
of Members in respect of the Shares sold, and the purchasers shall not be bound to see
to the regularity of the proceedings or to the application of the purchase money, and
after his name has been entered in the Register of Members in respect of such Shares,
the validity of the sale shall not be impeached by any person and the remedy of any
person aggrieved by the sale shall be in damages only and against the Company
exclusively.
Surrender of 69 The Directors may subject to the provisions of the Act, accept surrender of any share
Shares from any Member desirous of surrendering on such terms and conditions as they think
fit.
TRANSFER AND TRANSMISSION OF SHARES
No transfers to 70 No Share which is partly paid-up or on which any sum of money is due shall in any
minors etc. circumstances be transferred to any minor, insolvent or person of unsound mind.
Instrument 71 The instrument of transfer shall be in writing and a common form of transfer shall be
transfer of used and all provisions of Section 56 of the Companies Act, 2013 and statutory
modification thereof for the time being shall be duly complied with in respect of all
transfer of shares and registration thereof.
Application 72 (a) An application for registration of a transfer of the Shares in the Company may be
transfer for made either by the transferor or the transferee.
(b) Where the application is made by the transferor and relates to partly paid Shares,
the transfer shall not be registered unless the Company gives notice of the
application to the transferee and the transferee makes no objection to the transfer
within two weeks from the receipt of the notice.
(c) For the purposes of clause (b) above notice to the transferee shall be deemed to
have been duly given if it is dispatched by prepaid registered post to the transferee
at the address, given in the instrument of transfer and shall be deemed to have been
duly delivered at the time at which it would have been delivered in the ordinary
course of post.
Execution 73 The instrument of transfer of any Share shall be duly stamped and executed by or on
transfer of behalf of both the transferor and the transferee and shall be witnessed. The transferor
shall be deemed to remain the holder of such Share until the name of the transferee
shall have been entered in the Register of Members in respect thereof. The
requirements of provisions of Section 56 of the Companies Act, 2013 and any statutory
modification thereof for the time being shall be duly complied with.
Transfer by 74 A transfer of Share in the Company of a deceased Member thereof made by his legal
legal representative shall, although the legal representative is not himself a Member be as
representatives valid as if he had been a Member at the time of the execution of the instrument of
transfer.
Register of 75 The Board of Directors shall have power on giving not less than seven days pervious
Members etc notice by advertisement in some newspaper circulating in the district in which the
Page 368 of 412when closed registered office of the Company is situated to close the Register of Members and/or
the Register of debentures holders , in accordance with Section 91 of the Companies
Act, 2013 and rules made thereunder, at such time or times and for such period or
periods, not exceeding thirty days at a time and not exceeding in the aggregate forty
five days in each year as it may seem expedient to the Board.
Directors may 76 Subject to the provisions of Section 58 & 59 of the Companies Act, 2013, these Articles
refuse to and other applicable provisions of the Act or any other law for the time being in force,
register the Board may refuse whether in pursuance of any power of the company under these
transfer Articles or otherwise to register the transfer of, or the transmission by operation of law
of the right to, any Shares or interest of a Member in or Debentures of the Company.
The Company shall within one month from the date on which the instrument of transfer,
or the intimation of such transmission, as the case may be, was delivered to Company,
send notice of the refusal to the transferee and the transferor or to the person giving
intimation of such transmission, as the case may be, giving reasons for such refusal.
Provided that the registration of a transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever except where the Company has a lien on Shares.
Death of one 77 In case of the death of any one or more of the persons named in the Register of
or more joint Members as the joint holders of any Share, the survivor or survivors shall be the only
holders of persons recognized by the Company as having any title or interest in such Share, but
Shares nothing herein contained shall be taken to release the estate of a deceased joint holder
from any liability on Shares held by him with any other person.
Titles of 78 78.The Executors or Administrators of a deceased Member or holders of a Succession
Shares of Certificate or the Legal Representatives in respect of the Shares of a deceased Member
deceased (not being one of two or more joint holders) shall be the only persons recognized by
Member the Company as having any title to the Shares registered in the name of such Members,
and the Company shall not be bound to recognize such Executors or Administrators or
holders of Succession Certificate or the Legal Representative unless such Executors or
Administrators or Legal Representative shall have first obtained Probate or Letters of
Administration or Succession Certificate as the case may be from a duly constituted
Court in the Union of India provided that in any case where the Board of Directors in
its absolute discretion thinks it, the Board upon such terms as to indemnity or otherwise
as the Directors may deem proper dispense with production of Probate or Letters of
Administration or Succession Certificate and register Shares standing in the name of a
deceased Member, as a Member. However, provisions of this Article are subject to
Sections 72 and 56 of the Companies Act, 2013.
Notice of 79 Where, in case of partly paid Shares, an application for registration is made by the
application transferor, the Company shall give notice of the application to the transferee in
when to be accordance with the provisions of Section 56 of the Companies Act, 2013.
given
Registration of 80 Subject to the provisions of the Act and Article 77 hereto, any person becoming entitled
persons to Share in consequence of the death, lunacy, bankruptcy or insolvency of any Member
entitled to or by any lawful means other than by a transfer in accordance with these Articles may,
Shares with the consent of the Board (which it shall not be under any obligation to give), upon
otherwise than producing such evidence that he sustains the character in respect of which he proposes
by transfer to act under this Article or of such title as the Board thinks sufficient, either be
(Transmission registered himself as the holder of the Share or elect to have some person nominated
Clause) by him and approved by the Board registered as such holder; provided nevertheless,
that if such person shall elect to have his nominee registered as a holder, he shall
Page 369 of 412execute an instrument of transfer in accordance with the provisions herein contained,
and until he does so, he shall not be freed from any liability in respect of the Shares.
This clause is hereinafter referred to as the “Transmission Clause”.
Refusal to 81 Subject to the provisions of the Act and these Articles, the Directors shall have the
register same right to refuse to register a person entitled by transmission to any Share of his
nominee nominee as if he were the transferee named in an ordinary transfer presented for
registration.
Person entitled 82 A person entitled to a Share by transmission shall subject to the right of the Directors
may receive to retain dividends or money as is herein provided, be entitled to receive and may give
dividend a discharge for any dividends or other moneys payable in respect of the Share.
without being
registered as a
Member
No fee on 83 No fee shall be charged for registration of transfer, transmission, Probate, Succession
transfer or Certificate & Letters of Administration, Certificate of Death or Marriage, Power of
transmissions Attorney or other similar document.
Transfer to be 84 Every instrument of transfer shall be presented to the Company duly stamped for
presented with registration accompanied by such evidence as the Board may require to prove the title
evidence of of the transferor, his right to transfer the Shares and generally under and subject to such
title conditions and regulations as the Board may, from time to time prescribe, and every
registered instrument of transfer shall remain in the custody of the Company until
destroyed by order of the Board.
Company not 85 The Company shall incur no liability or responsibility whatsoever in consequence of
liable for its registering or giving effect to any transfer of Shares made or purporting to be made
disregard of a by any apparent legal owner thereof (as shown or appearing in the Register of
notice Members) to the prejudice of persons having or claiming any equitable right, title or
prohibiting interest to or in the said Shares, notwithstanding that the Company may have had notice
registration of of such equitable right, title or interest or notice prohibiting registration of such
transfer transfer, and may have entered such notice, or referred thereto, in any book of the
Company, and the Company shall not be bound to be required to regard or attend to
give effect to any notice which may be given to it of any equitable right, title or interest
or be under any liability whatsoever for refusing or neglecting to do so, though it may
have been entered or referred to in some book of the Company, but the Company shall
nevertheless be at liberty to regard and attend to any such notice and give effect thereto
if the Board shall so think fit.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
Share may be 86 The Company may, by Ordinary Resolution convert any fully paid up Share into stock,
converted into and reconvert any stock into fully paid-up Shares.
stock
Transfer of 87 The several holders of such stock may transfer their respective interest therein or any
stock part thereof in the same manner and subject to the same regulations under which the
stock arose might before the conversion, have been transferred, or as near thereto as
circumstances admit.
PROVIDED THAT the Board may, from time to time, fix the minimum amount of
stock transferable, so however that such minimum shall not exceed the nominal amount
of the Shares from which stock arose.
Right of 88 The holders of stock shall, according to the amount of stock held by them, have the
stockholders same right, privileges and advantages as regards dividends, voting at meeting of the
Page 370 of 412Company, and other matters, as if they held them in Shares from which the stock arose;
but no such privilege or advantage (except participation in the dividends and profits of
the Company and in the assets on winding up) shall be conferred by an amount of stock
which would not, if existing in Shares, have conferred those privileges or advantages.
Regulation 89 Such of the regulations of the Company as are applicable to the paid up Shares shall
applicable to apply to stock and the words "Share" and "Shareholder" in these regulations shall
stock and include "stock" and "stock holder" respectively.
share warrant
BORROWING POWERS
Power to 90 Subject to the provisions of Sections 73, 74 and 179 of the Companies Act, 2013 and
borrow these Articles, the Board of Directors may, from time to time at its discretion by a
resolution passed at a meeting of the Board, borrow, accept deposits from Members
either in advance of calls or otherwise and generally raise or borrow or secure the
payment of any such sum or sums of money for the purposes of the Company from any
source.
PROVIDED THAT, where the moneys to be borrowed together with the moneys
already borrowed (apart from temporary loans obtained from the Company's bankers
in the ordinary course of business) exceed the aggregate of the paid up capital of the
Company and its free reserves (not being reserves set apart for any specific purpose)
the Board of Directors shall not borrow such money without the sanction of the
Company in General Meeting. No debts incurred by the Company in excess of the limit
imposed by this Article shall be valid or effectual unless the lender proves that he
advanced the loan in good faith and without knowledge that the limit imposed by this
Article had been exceeded.
The payment 91 The payment or repayment of moneys borrowed as aforesaid may be secured in such
or repayment manner and upon such terms and conditions in all respects as the Board of Directors
of moneys may think fit, and in particular in pursuance of a resolution passed at a meeting of the
borrowed Board (and not by circular resolution) by the issue of bonds, debentures or debentures
stock of the Company, charged upon all or any part of the property of the Company,
(both present and future), including its un-called capital for the time being and the
debentures and the debenture stock and other securities may be made assignable free
from any equities between the Company and the person to whom the same may be
issued.
Bonds, 92 Any bonds, debentures, debenture-stock or other securities issued or to be issued by
Debentures, the Company shall be under the control of the Directors who may issue them upon such
etc. to be terms and conditions and in such manner and for such consideration as they shall
subject to consider being for the benefit of the Company.
control of
Directors
Terms of issue 93 Any Debentures, Debenture-stock or other securities may be issued at a discount,
of Debentures premium or otherwise and may be issued on condition that they shall be convertible
into Shares of any denomination, and with any privileges and conditions as to
redemption, surrender, drawing, allotment of Shares, attending (but not voting) at the
General Meeting, appointment of Directors and otherwise. However, Debentures with
the right to conversion into or allotment of Shares shall be issued only with the consent
of the Company in the General Meeting by a Special Resolution.
Mortgage of 94 If any uncalled capital of the Company is included in or charged by mortgage or other
uncalled security, the Directors may, subject to the provisions of the Act and these Articles,
Page 371 of 412capital make calls on the Members in respect of such uncalled capital in trust for the person in
whose favour such mortgage or security has been executed.
Indemnity 95 Subject to the provisions of the Act and these Articles, if the Directors or any of them
may be given or any other person shall incur or about to incur any liability as principal or surety for
the payment of any sum primarily due from the Company, the Directors may execute
or cause to be executed any mortgage, charge or security over or affecting the whole
or any part of the assets of the Company by way of indemnity to secure the Directors
or person so becoming liable as aforesaid from any loss in respect of such liability.
RELATED PARTY TRANSACTIONS
Related Party 96 A. Subject to the provisions of the Act, the Company may enter into contracts with the
Transactions Related Party which are at arm’s length and are in ordinary course of business of the
company with approval of the Audit Committee.
B. Subject to the provisions of the Act, the Company may enter into contracts with the
related parties which are of such nature wherein it requires consent of shareholders
in terms of Act or Listing Regulations or any other law for the time being in force,
with approval of the shareholders in the general meeting.
MEETING OF MEMBERS
Annual 97 i. An Annual General Meeting of the Company shall be held within six months after
General the expiry of each financial year, provided that not more than fifteen months shall
Meeting lapse between the date of one Annual General Meeting and that of next.
ii. Nothing contained in the foregoing provisions shall be taken as affecting the right
conferred upon the Registrar under the provisions of Section 96(1) of the Act to
extend the time with which any Annual General Meeting may be held.
iii. Every Annual General Meeting shall be called at a time during business hours i.e. 9
a.m. to 6 p.m., on a day that is not a National holiday, and shall be held at the office
of the Company or at some other place within the city in which the Registered Office
of the Company is situated as the Board may determine and the notices calling the
Meeting shall specify it as the Annual General Meeting.
iv. The company may in any one Annual General Meeting fix the time for its
subsequent Annual General Meeting.
v. Every Member of the Company shall be entitled to attend, either in person or by
proxy and the Auditors of the Company shall have the right to attend and be heard
at any General Meeting which he attends on any part of the business which concerns
him as an Auditor.
vi. At every Annual General Meeting of the Company, there shall be laid on the table
the Director's Report and Audited statement of accounts, the Proxy Register with
proxies and the Register of Director's Shareholding, which Registers shall remain
open and accessible during the continuance of the Meeting.
vii. The Board shall cause to be prepared the annual list of Members, summary of share
capital, balance sheet and profit and loss account and forward the same to the
Registrar in accordance with Sections 92 and 137 of the Act.
Report 98 The Company shall in every Annual General Meeting in addition to any other Report
statement and or Statement lay on the table the Director's Report and audited statement of accounts,
registers to be Auditor's Report (if not already incorporated in the audited statement of accounts), the
laid before the Proxy Register with proxies and the Register of Director’s Shareholdings, which
Annual Registers shall remain open and accessible during the continuance of the Meeting.
General
Meeting
Extra- 99 All General Meeting other than Annual General Meeting shall be called Extra-Ordinary
Page 372 of 412Ordinary General Meeting.
General
Meeting
Requisitionists 100 1) Subject to the provisions of Section 111 of the Companies Act, 2013, the Directors
’ Meeting shall on the requisition in writing of such number of Members as is herein after
specified:-
a. Give to the Members of the Company entitled to receive notice of the next
Annual General Meeting, notice of any resolution which may properly be moved
and is intended to be moved at that meeting.
b. Circulate to the Members entitled to have notice of any General Meeting sent to
them, any statement with respect to the matter referred to in any proposed
resolution or any business to be dealt with at that Meeting.
2) The number of Members necessary for a requisition under clause (1) hereof shall be
such number of Members as represent not less than one- tenth of the total voting
power of all the Members having at the date of the resolution a right to vote on the
resolution or business to which the requisition relates; or
3) Notice of any such resolution shall be given and any such statement shall be
circulated, to Members of the Company entitled to have notice of the Meeting sent
to them by serving a copy of the resolution or statement to each Member in any
manner permitted by the Act for service of notice of the Meeting and notice of any
such resolution shall be given to any other Member of the Company by giving notice
of the general effect of the resolution in any manner permitted by the Act for giving
him notice of meeting of the Company. The copy of the resolution shall be served,
or notice of the effect of the resolution shall be given, as the case may be in the same
manner, and so far as practicable, at the same time as notice of the Meeting and
where it is not practicable for it to be served or given at the time it shall be served
or given as soon as practicable thereafter.
4) The Company shall not be bound under this Article to give notice of any resolution
or to circulate any statement unless:
a. A copy of the requisition signed by the requisitionists (or two or more copies
which between them contain the signature of all the requisitionists) is deposited
at the Registered Office of the Company.
i. In the case of a requisition, requiring notice of resolution, not less than six
weeks before the Meeting;
ii. In the case of any other requisition, not less than two weeks before the
Meeting, and
b. There is deposited or tendered with the requisition sum reasonably sufficient to
meet the Company’s expenses in giving effect thereto.
PROVIDED THAT if, after a copy of the requisition requiring notice of a resolution
has been deposited at the Registered Office of the Company, an Annual General
Meeting is called for a date six weeks or less after such copy has been deposited, the
copy although not deposited within the time required by this clause, shall be deemed
to have been properly deposited for the purposes thereof.
5) The Company shall also not be bound under this Article to circulate any statement,
if on the application either of the Company or of any other person who claims to be
aggrieved, the Company Law Board is
satisfiedthattherightsconferredbythisArticlearebeingabusedtosecure needless
publicity for defamatory matter.
Page 373 of 4126) Notwithstanding anything in these Articles, the business which may be dealt with at
Annual General Meeting shall include any resolution for which notice is given in
accordance with this Article, and for the purposes of this clause, notice shall be
deemed to have been so given, notwithstanding the accidental omission in giving it
to one or more Members.
Extra- 101 (a) The Directors may, whenever they think fit, convene an Extra-Ordinary General
Ordinary Meeting and they shall on requisition of the Members as herein provided, forthwith
General proceed to convene Extra-Ordinary General Meeting of the Company.
Meeting by (b) If at any time there are not within India sufficient Directors capable of acting to form
Board and by a quorum, or if the number of Directors be reduced in number to less than the
requisition minimum number of Directors prescribed by these Articles and the continuing
When a Directors fail or neglect to increase the number of Directors to that number or to
Director or convene a General Meeting, any Director or any two or more Members of the
any two Company holding not less than one-tenth of the total paid up share capital of the
Members may Company may call for an Extra-Ordinary General Meeting in the same manner as
call an Extra- nearly as possible as that in which meeting may be called by the Directors.
Ordinary
General
Meeting
Contents of 102 1) In case of requisition the following provisions shall have effect:
requisition, (a) The requisition shall set out the matter for the purpose of which the Meeting is
and number of to be called and shall be signed by the requisitionists and shall be deposited at
requisitionists the Registered Office of the Company.
required and (b) The requisition may consist of several documents in like form each signed by
the conduct of one or more requisitionists.
Meeting (c) The number of Members entitled to requisition a Meeting in regard to any matter
shall be such number as hold at the date of the deposit of the requisition, not less
than one-tenth of such of the paid-up share capital of the Company as that date
carried the right of voting in regard to that matter.
(d) Where two or more distinct matters are specified in the requisition, the
provisions of sub-clause (c) shall apply separately in regard to each such matter
and the requisition shall accordingly be valid only in respect of those matters in
regard to which the conditions specified in that clause are fulfilled.
(e) If the Board does not, within twenty-one days from the date of the deposit of a
valid requisition in regard to any matters, proceed duly to call a Meeting for the
consideration of those matters on a day not later than forty-five days from the
date of the deposit of the requisition, the Meeting may be called:
i. by the requisitionists themselves; or
ii. by such of the requisitionists as represent either a majority in value of the
paid up share capital held by all of them or not less than one tenth of the
paid-up share capital of the Company as is referred to in sub clauses (c) of
clause (I) whichever is less.
PROVIDED THAT for the purpose of this sub-clause, the Board shall, in the case of a
Meeting at which a resolution is to be proposed as a Special Resolution, be deemed not
to have duly convened the Meeting if they do not give such notice thereof as is required
by sub-section (2) of Section 114 of the Companies Act, 2013.
2) A meeting called under sub-clause (c) of clause (1) by requisitionists or any of them:
(a) shall be called in the same manner as, nearly as possible, as that in which
Page 374 of 412meeting is to be called by the Board; but
(b) shall not be held after the expiration of three months from the date of deposit of
the requisition.
PROVIDED THAT nothing in sub-clause (b) shall be deemed to prevent a Meeting
duly commenced before the expiry of the period of three months aforesaid, from
adjourning to some days after the expiry of that period.
3) Where two or more Persons hold any Shares in the Company jointly; a requisition
or a notice calling a Meeting signed by one or some only of them shall, for the
purpose of this Article, have the same force and effect as if it has been signed by all
of them.
4) Any reasonable expenses incurred by the requisitionists by reason of the failure of
the Board to duly to call a Meeting shall be repaid to the requisitionists by the
Company; and any sum repaid shall be retained by the Company out of any sums
due or to become due from the Company by way of fees or other remuneration for
their services to such of the Directors as were in default.
Length of 103 1) A General Meeting of the Company may be called by giving not less than twenty-
notice of one days notice inwriting.
Meeting 2) A General Meeting may be called after giving shorter notice than that specified in
clause (1) hereof, if consent is accorded thereto:
i. In the case of Annual General Meeting by all the Members entitled to vote
thereat; and
ii. In the case of any other Meeting, by Members of the Company holding not less
than ninety-five percent of such part of the paid up share capital of the Company
as gives a right to vote at the Meeting.
PROVIDED THAT where any Members of the Company are entitled to vote only on
some resolution, or resolutions to be moved at a Meeting and not on the others, those
Members shall be taken into account for the purposes of this clause in respect of the
former resolutions and not in respect of the later.
Contents and 104 1) Every notice of a Meeting of the Company shall specify the place and the day and
manner of hour of the Meeting and shall contain a statement of the business to be transacted
service of thereat.
notice and 2) Subject to the provisions of the Act notice of every General Meeting shall be
persons on given;
whom it is to (a) to every Member of the Company, in any manner authorized by Section 20 of
be served the Companies Act, 2013
(b) to the persons entitled to a Share in consequence of the death or insolvency of a
Member, by sending it through post in a prepaid letter addressed to them by name
or by the title of representative of the deceased, or assignees of the insolvent, or
by like description, at the address, if any in India supplied for the purpose by the
persons claiming to be so entitled or until such an address has been so supplied,
by giving the notice in any manner in which it might have been given if the death
or insolvency had not occurred; and
(c) to the Auditor or Auditors for the time being of the Company
3) Every notice convening a Meeting of the Company shall state with reasonable
prominence that a Member entitled to attend and vote at the Meeting is entitled to
appoint one or more proxies to attend and vote instead of himself and that a proxy
need not be a Member of the Company.
Special and 105 1) (a) In the case of an Annual General Meeting all business to be transacted at the
Page 375 of 412ordinary Meeting shall be deemed special, with the exception of business relating to
business and i. the consideration of the accounts, balance sheet, the reports of the Board of
explanatory Directors and Auditors;
statement ii. the declaration of dividend;
iii. the appointment of Directors in the place of those retiring; and
iv. the appointment of, and the fixing of the remuneration of the Auditors, and
(b) In the case of any other meeting, all business shall be deemed special.
2) Where any items of business to be transacted at the Meeting of the Company are
deemed to be special as aforesaid, there shall be annexed to the notice of the
Meeting a statement setting out all material facts concerning each such item of
business, including in particular the nature of the concern or interest, if any,
therein of every Director.
PROVIDED THAT where any such item of special business at the Meeting of the
Company relates to or affects, any other company, the extent of shareholding
interest in that other company of every Director of the Company shall also be set
out in the statement, if the extent of such shareholding interest is not less than
twenty percent of the paid up- share capital of the other company.
3) Where any item of business consists of the according of approval to any document
by the Meeting, the time and place where the document can be inspected shall be
specified in the statement aforesaid.
Omission to 106 The accidental omission to give such notice as aforesaid to or non-receipt thereof by
give notice not any Member or other person to whom it should be given, shall not invalidate the
to invalidate proceedings of any such Meeting.
Proceedings
MEETING OF MEMBERS
Notice of 107 No General Meeting, Annual or Extra-Ordinary shall be competent to enter upon,
business to be discuss or transact any business which has not been mentioned in the notice or notices
given convening the Meeting.
Quorum 108 The quorum for General Meetings shall be as under:-
i. five members personally present if the number of members as on the date of meeting
is not more than one thousand;
ii. fifteen members personally present if the number of members as on the date of
meeting is more than one thousand but up to five thousand;
iii. thirty members personally present if the number of members as on the date of the
meeting exceeds five thousand;
No business shall be transacted at the General Meeting unless the quorum requisite is
present at the commencement of the Meeting. A body corporate being a Member shall
be deemed to be personally present if it is represented in accordance with Section 113
of the Companies Act, 2013. The President of India or the Governor of a State being a
Member of the Company shall be deemed to be personally present if it is presented in
accordance with Section 113 of the Companies Act,2013.
If quorum not 109 If within half an hour from the time appointed for holding a Meeting of the Company,
present when a quorum is not present, the Meeting, if called by or upon the requisition of the
Meeting to be Members shall stand dissolved and in any other case the Meeting shall stand, adjourned
dissolved and to the same day in the next week or if that day is a public holiday until the next
when to be succeeding day which is not a public holiday, at the same time and place or to such
Page 376 of 412adjourned other day and at such other time and place as the Board may determine. If at the
adjourned meeting also, a quorum is not present within half an hour from the time
appointed for holding the Meeting, the Members present shall be a quorum and may
transact the business for which the Meeting was called.
Resolution 110 Where a resolution is passed at an adjourned Meeting of the Company, the resolution
passed at for all purposes is treated as having been passed on the date on which it was in fact
adjourned passed and shall not be deemed to have been passed on any earlier date.
Meeting
Chairman of 111 At every General Meeting the Chair shall be taken by the Chairman of the Board of
General Directors. If at any Meeting, the Chairman of the Board of Directors is not present
Meeting. within ten minutes after the time appointed for holding the Meeting or though present,
is unwilling to act as Chairman, the Vice Chairman of the Board of Directors would
act as Chairman of the Meeting and if Vice Chairman of the Board of Directors is not
present or, though present, is unwilling to act as Chairman, the Directors present may
choose one of themselves to be a Chairman, and in default or their doing so or if no
Directors shall be present and willing to take the Chair, then the Members present shall
choose one of themselves, being a Member entitled to vote, to be Chairman.
Act for 112 Any act or resolution which, under the provisions of these Articles or of the Act, is
resolution permitted or required to be done or passed by the Company in General Meeting shall
sufficiently be sufficiently done so or passed if effected by an Ordinary Resolution unless either
done or passed the Act or the Articles specifically require such act to be done or resolution be passed
by Ordinary by a Special Resolution.
Resolution
unless
otherwise
required
Business 113 No business shall be discussed at any General Meeting except the election of a
confined to Chairman whilst the Chair is vacant.
election of
Chairman
whilst the
Chair is vacant
Chairman may 114 (a) The Chairman may with the consent of Meeting at which a quorum is present and
adjourn shall if so directed by the Meeting adjourn the Meeting from time to time and from
Meeting place to place.
(b) No business shall be transacted at any adjourned Meeting other than the business
left unfinished at the Meeting from which the adjournment took place
(c) When a Meeting is adjourned for thirty days or more notice of the adjourned
Meeting shall be given as in the case of an original Meeting.
(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment of
or of the business to be transacted at any adjourned Meeting.
How questions 115 Every question submitted to a General Meeting shall be decided in the first instance by
are decided at a show of hands unless the poll is demanded as provided in these Articles.
Meetings
Chairman's 116 A declaration by the Chairman of the Meeting that on a show of hands, a resolution has
declaration of or has not been carried either unanimously or by a particular majority, and an entry to
result of that effect in the book containing the minutes of the proceeding of the Company’s
voting on General Meeting shall be conclusive evidence of the fact, without proof of the number
show of hands or proportion of votes cast in favour of or against such resolution.
Page 377 of 412Demand of 117 .Before or on the declaration of the result of the voting on any resolution on a show of
poll hands a poll may be ordered to be taken by the Chairman of the Meeting on his own
motion and shall be ordered to be taken by him on a demand made in that behalf by
any Member or Members present in person or by proxy and holding Shares in the
Company which confer a power to vote on the resolution not being less than one-tenth
of the total voting power in respect of the resolution, or on which an aggregate sum of
not less than fifty thousand rupees has been paid up. The demand for a poll may be
withdrawn at any time by the Person or Persons who made the demand.
Time of 118 A poll demanded on a question of adjournment or election of a Chairman shall be taken
taking poll forthwith. A poll demanded on any other question shall be taken at such time not being
later than forty-eight hours from the time when
thedemandwasmadeandinsuchmannerandplaceastheChairmanoftheMeetingmaydirect
andtheresultofthepollshallbedeemedtobethe decision of the Meeting on the resolution
on which the poll was taken.
Chairman’s 119 In the case of equality of votes, the Chairman shall both on a show of hands and on a
casting vote poll (if any) have a casting vote in addition to the vote or votes to which he may be
entitled as a Member.
Appointment 120 Where a poll is to be taken, the Chairman of the Meeting shall appoint two scrutinizers
of scrutinizers to scrutinise the vote given on the poll and to report thereon to him. One of the
scrutinizers so appointed shall always be a Member (not being an officer or employee
of the Company) present at the Meeting, provided such a Member is available and
willing to be appointed. The Chairman shall have power, at any time before the result
of the poll is declared, to remove a scrutineer from office and fill vacancies in the office
of the scrutineer arising from such removal or from any other cause.
Demand for 121 The demand for a poll shall not prevent transaction of other business (except on the
poll not to question of the election of the Chairman and of an adjournment) other than the question
prevent on which the poll has been demanded.
transaction of
other business
Special notice 122 Where by any provision contained in the Act or in these Articles, special notice is
required for any resolution, the notice of the intention to move the resolution shall be
given to the Company not less than fourteen days before the Meeting at which it is to
be moved, exclusive of the day which the notice is served or deemed to be served on
the day of the Meeting. The Company shall immediately after the notice of the intention
to move any such resolution has been received by it, give its Members notice of the
resolution in the same manner as it gives notice of the Meeting, or if that is not
practicable shall give them notice thereof, either by advertisement in a newspaper
having an appropriate circulation or in any other mode allowed by these presents not
less than seven days before the Meeting.
VOTES OF MEMBERS
Member 123 A Member paying the whole or a part of the amount remaining unpaid on any Share
paying money held by him although no part of that amount has been called up, shall not be entitled to
in advance any voting rights in respect of moneys so paid by him until the same would but for such
not to be payment become presently payable.
entitled to vote
in respect
thereof
Restriction on 124 No Member shall exercise any voting rights in respect of any Shares registered in his
exercise of name on which any calls or other sums presently payable by him have not been paid or
Page 378 of 412voting rights in regard to which the Company has exercised any right of lien.
of Members
who have not
paid calls
Number of 125 Subject to the provisions of Article 123, every Member of the Company holding any
votes to which equity share capital and otherwise entitled to vote shall, on a show of hands when
Member present in person (or being a body corporate present by a representative duly
entitled authorized) have one vote and on a poll, when present in person (including a body
corporate by a duly authorized representative), or by an agent duly authorized under a
Power of Attorney or by proxy, his voting right shall be in proportion to his share of
the paid-up equity share capital of the Company.
Provided however, if any preference shareholder is present at any meeting of the
Company, (save as provided in sub-section (2) of Section 47 of Companies Act, 2013)
he shall have a right to vote only on resolutions before the Meeting which directly
affect the rights attached to his preference shares.
A Member is not prohibited from exercising his voting rights on the ground that he has
not held his Shares or interest in the Company for any specified period preceding the
date on which the vote is taken.
Votes of 126 A Member of unsound mind, or in respect of whom order has been made by any Court
Members of having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by
unsound mind his committee or other legal guardian and any such committee or guardian may, on a
poll, vote by proxy.
Votes of joint 127 If there be joint registered holders of any Shares, one of such persons may vote at any
Members Meeting personally or by an agent duly authorized under a Power of Attorney or by
proxy in respect of such Shares, as if he were solely entitled there to but the proxy so
appointed shall not have any right to speak at the Meeting, and if more than one of such
joint holders be present at any Meeting either personally or by agent or by proxy, that
one of the said persons so present whose name appears higher on the Register of
Members shall alone be entitled to speak and to vote in respect of such Shares, but the
other holder(s) shall be entitled to vote in preference to a person present by an agent
duly authorized under a Power of Attorney or by proxy although the name of such
person present by agent or proxy stands first or higher in the Register of Members in
respect of such Shares. Several executors or administrators of a deceased Member in
whose name Shares stand shall for the purpose of these Articles be deemed joint holders
thereof.
Representation 128 (a) A body corporate (whether a company within the meaning of the Act or not) may,
of body if it is a Member or creditor of the Company (including a holder of Debentures)
corporate authorize such person as it thinks fit by a resolution of its Board of Directors or other
governing body, to act as its representative at any Meeting of the Company or any
class of shareholders of the Company or at any meeting of the creditors of the
Company or Debenture-holders of the Company. A person authorized by resolutions
aforesaid shall be entitled to exercise the same rights and powers (including the right
to vote by proxy) on behalf of the body corporate which he represents as that body
could exercise if it were an individual Member, shareholder, creditor or holder of
Debentures of the Company. The production of a copy of the resolution referred to
above certified by a Director or the Secretary of such body corporate before the
commencement of the Meeting shall be accepted by the Company as sufficient
Page 379 of 412evidence of the validity of the said representatives’ appointment and his right to vote
thereat.
(b) Where the President of India or the Governor of a State is a Member of the
Company, the President or as the case may be the Governor may appoint such person
as he thinks fit to act as his representative at any Meeting of the Company or at any
meeting of any class of shareholders of the Company and such a person shall be
entitled to exercise the same rights and powers, including the right to vote by proxy,
as the President, or as the case may be, the Governor could exercise as a Member of
the Company.
Votes in 129 Any person entitled under the Transmission Article to transfer any Shares may vote at
respects of any General Meeting in respect thereof in the same manner as if he was the registered
deceased or holder of such Shares; provided that at least forty-eight hours before the time of holding
insolvent the Meeting or adjourned Meeting, as the case may be, at which he proposes to vote,
Members he shall satisfy the Directors of the right to transfer such Shares and give such
indemnity (if any) as the Directors may require unless the Directors shall have
previously admitted his right to vote at such Meeting in respect thereof.
Voting in 130 Subject to the provisions of these Articles, votes may be given either personally or by
person or by proxy. A body corporate being a Member may vote either by a proxy or by a
proxy representative duly authorized in accordance with Section 105 of the Companies Act,
2013.
Rights of 131 On a poll taken at a Meeting of the Company a member entitled to more than one vote
Members to or his proxy, or other persons entitled to vote for him, as the case may be, need not, if
use votes he votes, use all his votes or cast in the same way all the votes he uses
differently
Proxies 132 Any Member of the Company entitled to attend and vote at a Meeting of the Company,
shall be entitled to appoint another person (whether a Member or not) as his proxy to
attend and vote instead of himself. PROVIDED that a proxy so appointed shall not
have any right whatsoever to speak at the Meeting. Every notice convening a Meeting
of the Company shall state that a Member entitled to attend and vote is entitled to
appoint one or more proxies to attend and vote instead of himself, and that a proxy need
not be a Member of the Company.
Proxy either 133 An instrument of proxy may appoint a proxy either for the purposes of a particular
for specified Meeting specified in the instrument and any adjournment thereof or it may appoint a
meeting or for proxy for the purpose of every Meeting to be held before a date specified in the
a period instrument and every adjournment of any such Meeting.
No proxy to 134 No proxy shall be entitled to vote by a show of hands.
vote on a show
of hands
Instrument of 135 The instrument appointing a proxy and the Power of Attorney or authority (if any)
proxy when to under which it is signed or a notarially certified copy of that Power of Attorney or
be deposited authority, shall be deposited at the Registered Office of the Company atleast forty-eight
hours before the time for holding the Meeting at which the person named in the
instrument purposes to vote and in default the instrument of proxy shall not be treated
as valid.
Form of Proxy 136 Every instrument of proxy whether for a specified Meeting or otherwise shall, as nearly
as circumstances will admit, be in any of the forms as prescribed in the Companies Act,
2013, and signed by the appointer or his attorney duly authorized in writing or if the
appointer is a body corporate, be under its seal or be signed by any officer or attorney
Page 380 of 412duly authorized by it.
Validity of 137 A vote given in accordance with the terms of an instrument of proxy shall be valid
votes given by notwithstanding the previous death or insanity of the principal, or revocation of the
proxy proxy or of any Power of Attorney under which such proxy was signed, or the transfer
notwithstandin of the Share in respect of which the vote is given, provided that no intimation in writing
g revocation of of the death, insanity, revocation or transfer shall have been received by the Company
authority at the Registered Office before the commencement of the Meeting or adjourned
Meeting at which the proxy is used provided nevertheless that the Chairman of any
Meeting shall be entitled to require such evidence as he may in his discretion think fit
of the due execution of an instrument of proxy and of the same not having been
revoked.
Time for 138 No objection shall be made to the qualification of any voter or to the validity of a vote
objection to except at the Meeting or adjourned Meeting at which the vote objected to is given or
vote tendered, and every vote, whether given personally or by proxy, not disallowed at such
Meeting, shall be valid for all proposes and such objection made in due time shall be
referred to the Chairman of the Meeting.
Chairman of 139 The Chairman of any Meeting shall be the sole judge of the validity of every vote
any Meeting to tendered at such Meeting. The Chairman present at the taking of a poll shall be the sole
be the judge of judge of the validity of every vote tendered at such poll. The decision of the Chairman
Validity of any shall be final and conclusive.
value
Custody of 140 If any such instrument of appointment is confined to the object of appointing at attorney
Instrument or proxy for voting at Meetings of the Company, it shall remain permanently or for
such time as the Directors may determine, in the custody of the Company. If such
instrument embraces other objects, a copy there of examined with the original shall be
delivered to the Company to remain in the custody of the Company.
DIRECTORS
Number of 141 Until otherwise determined by a General Meeting of the Company and subject to the
Directors provisions of Section 149 of the Companies Act, 2013, the number of Directors shall
not be less than three and not more than fifteen.
141A First Directors of the Company were:
i. Mr. Anupam Ghosh
ii. Mr. Sonia Ghosh
iii. Reshant Ghosh
Appointment 142 The appointment of Directors of the Company shall be in accordance with the
of Directors provisions of the Act and these Articles, to the extent applicable.
Debenture 143 Any Trust Deed for securing Debentures may if so arranged, provide for the
Directors appointment, from time to time by the Trustees thereof or by the holders of Debentures,
of some person to be a Director of the Company and may empower such Trustees or
holder of Debentures, from time to time, to remove and re-appoint any Director so
appointed. The Director appointed under this Article is herein referred to as "Debenture
Director" and the term “Debenture Director” means the Director for the time being in
office under this Article. The Debenture Director shall not be liable to retire by rotation
or be removed by the Company. The Trust Deed may contain such ancillary provisions
as may be agreed between the Company and the Trustees and all such provisions shall
have effect notwithstanding any of the other provisions contained herein.
Nominee 144 (a) Notwithstanding anything to the contrary contained in these Articles, so long as any
Director or moneys remain owing by the Company to any Finance Corporation or Credit
Page 381 of 412Corporation Corporation or to any Financing company or body, (which corporation or body is
Director hereinafter in this Article referred to as “the corporation”) out of any loans granted
or to be granted by them to the Company or so long as the corporation continue to
hold Debentures in the Company by direct subscription or private placement, or so
long as the Corporation holds Shares in the Company as a result of underwriting or
direct subscription or so long as any liability of the Company arising out of any
guarantee furnished by the Corporation on behalf of the Company remains
outstanding, the Corporation shall have a right to appoint from time to time any
person or persons as a Director, whole time or non-whole time (which Director or
Directors is/are hereinafter referred to as "Nominee Director(s)") on the Board of
the Company and to remove from such office any persons so appointed and to
appoint any person or persons in his/their places.
(b) The Board of Directors of the Company shall have no power to remove from office
the Nominee Director(s). Such Nominee Director(s) shall not be required to hold
any Share qualification in the Company. Further Nominee Director shall not be
liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee
Directors(s) shall be entitled to the same rights and privileges and be subject to the
obligations as any other Director of the Company.
(c) The Nominee Director(s) so appointed shall hold the said office only so long as any
moneys remain owing by the Company to the Corporation and the Nominee
Director/s so appointed in exercise of the said power, shall ipso facto vacate such
office immediately on the moneys owing by the Company to the Corporation being
paid off.
(d) The Nominee Director(s) appointed under this Article shall be entitled to receive all
notices of and attend all General Meetings, Board Meetings and all the Meetings of
the Committee of which the Nominee Director(s) is/are Member(s) as also the
minutes of such Meetings. The Corporation shall also be entitled to receive all such
notices and minutes.
(e) The sitting fees in relation to such Nominee Director(s) shall also accrue to the
Corporation and the same shall accordingly be paid by the Company directly to the
Corporation. Any other fees, commission, moneys or remuneration in any form is
payable to the Nominee Director of the Company, such fees, commission, moneys
and remuneration in relation to such Nominee Director(s) shall accrue to the
Corporation and the same shall accordingly be paid by the Company directly to the
Corporation. Any expenses that may be incurred by the Corporation or such
Nominee Director(s), in connection with their appointment or Directorship, shall
also be paid or reimbursed by the Company to the Corporation or as the case may
be to such Nominee Director/s provided that if any such Nominee Director/s is/are
an officer(s) of the Corporation.
Provided also that in the event of the Nominee Director(s) being appointed as Whole-
time Director(s); such Nominee Director/s shall exercise such power and duties as may
be approved by the lenders and have such rights as are usually exercised or available
to a whole-time Director in the management of the affairs of Company. Such Nominee
Director shall be entitled to receive such remuneration, fees, commission and moneys
as may be approved by the Corporation(s) nominated by him.
Special 145 (a) In connection with any collaboration arrangement with any company or corporation
Director or any firm or person for supply of technical know-how and/or machinery or
technical advice the directors may authorize such company, corporation, firm or
person herein-after in this clause referred to as “collaboration” to appoint from time
Page 382 of 412to time any person as director of the company (hereinafter referred to as “special
director”) and may agree that such special director shall not be liable to retire by
rotation and need not possess any qualification shares to qualify him for office of
such director, so however that such special director shall hold office so long as such
collaboration arrangement remains in force unless otherwise agreed upon between
the Company and such collaborator under the collaboration arrangements or at any
time thereafter.
(b) The collaborators may at any time and from time to time remove any such special
director appointed by it and may at the time of such removal and also in the case of
death or resignation of the person so appointed, at any time appoint any other person
as special director in his place and such appointment or removal shall be made in
writing signed by such company or corporation or any partner or such person and
shall be delivered to the Company at its registered office.
(c) It is clarified that every collaborator entitled to appoint a director under this article
may appoint one such person as a director and so that if more than one collaborator
is so entitled there may be at any time as may special directors as the collaborators
eligible to make the appointment.
Limit on 146 The provisions of Articles 143, 144 and 145 are subject to the provisions of Section
number of 152 of the Companies Act, 2013 and number of such Directors appointed shall not
non-retiring exceed in the aggregate one third of the total number of Directors for the time being in
Directors office.
Alternate 147 The Board may appoint, an Alternate Director recommended for such appointment by
Director the Director (hereinafter in this Article called "the Original Director") to act for him
during his absence for a period of not less than three months from the State in which
the meetings of the Board are ordinarily held. Every such Alternate Director shall,
subject to his giving to the Company an address in India at which notice may be served
on him, be entitled to notice of meetings of Directors and to attend and vote as a
Director and be counted for the purposes of a quorum and generally at such Meetings
to have and exercise all the powers and duties and authorities of the Original Director.
The Alternate Director appointed under this Article shall vacate office as and when the
Original Director returns to the State in which the meetings of the Board are ordinarily
held and if the term of office of the Original Director is determined before he returns
to as aforesaid, any provisions in the Act or in these Articles for automatic
reappointment of retiring Director in default of another appointment shall apply to the
Original Director and not the Alternate Director.
Directors may 148 The Directors shall have power at any time and from time to time to appoint any person
fill in to be a Director to fill a casual vacancy. Such casual vacancy shall be filled by the
vacancies Board of Directors at a meeting of the Board. Any person so appointed shall hold office
only up to the date to which the Director in whose place he is appointed would have
held office, if it had not been vacated as aforesaid. However, he shall then be eligible
for re-election.
Additional 149 Subject to the provisions of Section 161 of the Companies Act, 2013 the Directors shall
Directors have the power at any time and from time to time to appoint any other person to be a
Director as an addition to the Board (“Additional Director”) so that the total number of
Directors shall not at any time exceed the maximum fixed by these Articles. Any person
so appointed as an Additional Director to the Board shall hold his office only up to the
date of the next Annual General Meeting and shall be eligible for election at such
Meeting.
Qualification 150 A Director need not hold any qualification shares.
Page 383 of 412shares
Directors’ 151 The fees payable to a Director for attending each Board meeting shall be such sum as
sitting fees may be fixed by the Board of Directors not exceeding such sum as may be prescribed
by the Central Government for each of the meetings of the Board or a Committee
thereof and adjournments thereto attended by him. The Directors, subject to the
sanction of the Central Government (if any required) may be paid such higher fees as
the Company in General Meeting shall from time to time determine.
Extra 152 Subject to the provisions of Sections 188 and 197 of the Companies Act, 2013, if any
remuneration Director, being willing, shall be called upon to perform extra services (which
to Directors expression shall include work done by a Director as a Member of any Committee
for special formed by the Directors or in relation to signing share certificate) or to make special
work exertions in going or residing or residing out of his usual place of residence or
otherwise for any of the purposes of the Company, the Company may remunerate the
Director so doing either by a fixed sum or otherwise as may be determined by the
Director, and such remuneration may be either in addition to or in substitution for his
share in the remuneration herein provided.
Subject to the provisions of the Act, a Director who is neither in the whole time
employment nor a Managing Director may be paid remuneration either:
i. by way of monthly, quarterly or annual payment with the approval of the Central
Government; or
ii. by way of commission if the Company by a Special Resolution authorized such
payment.
Traveling 153 The Board of Directors may subject to the limitations provided by the Act allow and
expenses pay to any Director who attends a meeting of the Board of Directors or any Committee
incurred by thereof or General Meeting of the Company or in connection with the business of the
Directors on Company at a place other than his usual place of residence, for the purpose of attending
Company’s a Meeting such sum as the Board may consider fair compensation for traveling, hotel,
business and other incidental expenses properly incurred by him in addition to his fees for
attending such Meeting as above specified.
Director may 154 The continuing Director or Directors may act notwithstanding any vacancy in their
act body, but if and so long as their number is reduced below the quorum fixed by these
notwithstandin Articles for a meeting of the Board, the Director or Directors may act for the purpose
g vacancy of increasing the number of Directors or that fixed for the quorum or for summoning a
General Meeting of the Company but for no other purposes.
Board 155 (a) Subject to the provisions of Section 188 of the Companies Act, 2013, except with
resolution the consent of the Board of Directors of the Company, a Director of the Company
necessary for or his relative, a firm in which such a Director or relative is partner, any other
certain partner in such a firm or a private company of which the Director is a member or
contracts director, shall not enter into any contract with the Company:
(a) For the sale, purchase or supply of goods, materials or services; or
(b) for underwriting the subscription of any Share in or debentures of the
Company;
(c) nothing contained in clause (a) of sub-clause (1) shall affect:-
i. the purchase of goods and materials from the Company, or the sale of goods
and materials to the Company by any Director, relative, firm, partner or
private company as aforesaid for cash at prevailing market prices; or
ii. any contract or contracts between the Company on one side and any such
Director, relative, firm, partner or private company on the other for sale,
Page 384 of 412purchase or supply of any goods, materials and services in which either the
Company, or the Director, relative, firm, partner or private company, as the
case may be regularly trades or does business.
PROVIDED THAT such contract or contracts do not relate to goods and materials
the value of which, or services the cost of which, exceeds five thousand rupees in
the aggregate in any year comprised in the period of the contract or contracts.
(b) Notwithstanding any contained in sub-clause (1) hereof, a Director, relative, firm
partner or private company as aforesaid may, in circumstances of urgent necessity,
enter without obtaining the consent of the Board, into any contract with the
Company for the sale, purchase or supply of any goods, materials or services even
if the value of such goods or cost of such services exceeds rupees five thousand in
the aggregate in any year comprised in the period of the contract; but in such a case
the consent of the Board shall be obtained at a Meeting within three months of the
date on which the contract was entered into.
(c) Every consent of the Board required under this Article shall be accorded by are
solution passed at a meeting of the Board required under clause and the same shall
not be deemed to have been given within the meaning of that clause unless the
consent is accorded before the contract is entered into or within three months of the
data on which was entered into
(d) If consent is not accorded to any contract under this Article, anything done in
pursuance of the contract will be voidable at the option of the Board.
(e) The Directors, so contracting or being so interested shall not be liable to the
Company for any profit realized by any such contract or the fiduciary relation there
by established.
Disclosure to 156 When the Company:-
the Members (a) enters into a contract for the appointment of a Managing Director or Whole-time
of Directors’ Director in which contract any Director of the Company is whether directly or
interest in indirectly, concerned or interested; or
contract (b) varies any such contract already in existence and in which a Director is concerned
appointing or interested as aforesaid, the provisions of Section 190 of the Companies Act, 2013
Managers, shall be complied with.
Managing
Director or
Whole-time
Director
Directors of 157 (a) A Director of the Company who is in any way, whether directly or indirectly
interest concerned or interested in a contract entered into or to be entered into by or on
General notice behalf of the Company shall disclose the nature of his concern or interest at a
of disclosure meeting of the Board in the manner provided in Section 184 of the Companies Act,
2013.
(b) A general notice, given to the Board by the Director to the effect that he is a director
or is a member of a specified body corporate or is a member of a specified firm
under Sections 184 of the Companies Act, 2013 shall expire at the end of the
financial year in which it shall be given but may be renewed for a further period of
one financial year at a time by fresh notice given in the last month of the financial
year in which it would have otherwise expired. No such general notice and no
renewal thereof shall be of effect unless, either it is given at a meeting of the Board
or the Director concerned takes reasonable steps to secure that is brought up and
Page 385 of 412read at the first meeting of the Board after it is given.
Directors and 158 Subject to the provisions of the Act the Directors (including a Managing Director and
Managing Whole time Director) shall not be disqualified by reason of his or their office as such
Director may from holding office under the Company or from contracting with the Company either
contract with as vendor, purchaser, lender, agent, broker, lessor or lessee or otherwise, nor shall any
Company such contract or any contracts or arrangement entered into by or on behalf of the
Company with any Director or with any company or partnership of or in which any
Director shall be a member or otherwise interested be avoided nor shall any Director
so contracting be liable to account to the Company for any profit realized by such
contract or arrangement by reason only of such Director holding that office or of the
fiduciary relation thereby established, but it is declared that the nature of his interest
shall be disclosed as provided by Section 184 of the Companies Act, 2013 and in this
respect all the provisions of Section 184 and 189 of the Companies Act, 2013 shall be
duly observed and complied with.
Disqualificatio 159 A person shall not be capable of being appointed as a Director of the Company if:-
n of the (a) he has been found to be of unsound mind by a Court of competent jurisdiction and
Director the finding is in force;
(b) he is an un-discharged insolvent;
(c) he has applied to be adjudged an insolvent and his application is pending;
(d) he has been convicted by a Court of any offence involving moral turpitude sentenced
in respect thereof to imprisonment for not less than six months and a period of five
years has not elapsed form the date of expiry of the sentence;
(e) he has not paid any call in respect of Shares of the Company held by him whether
alone or jointly with others and six months have lapsed from the last day fixed for
the payment of the call; or
(f) an order disqualifying him for appointment as Director has been passed by a Court,
unless the leave of the Court has been obtained for his appointment.
Vacation of 160 The office of Director shall become vacant if:-
office by (a) he is found to be of unsound mind by a Court of competent jurisdiction; or
Directors (b) he applies to be adjudged an insolvent; or
(c) he is adjudged an insolvent; or
(d) he is convicted by a Court of any offence involving moral turpitude and sentenced
in respect thereof to imprisonment for less than six months; or
(e) he fails to pay any call in respect of Shares of the Company held by him, whether
alone or jointly with others within six months from the last date fixed for the
payment of the call unless the Central Government, by a notification in the Official
Gazette removes the disqualification incurred by such failure; or
(f) absents himself from three consecutive meetings of the Board of Directors, or from
all meetings of the Board for a continuous period of three months, whichever is
longer, without obtaining leave of absence from the Board; or
(g) he (whether by himself or by any person for his benefit or on his account or any firm
in which he is a partner or any private company of which he is a director), accepts a
loan, or any guarantee or security for a loan, from the Company in contravention of
Section 185 of the Companies Act, 2013; or
(h) he being in any way whether directly or indirectly concerned or interested in a
contract or arrangement or proposed contract or arrangement, entered into or to be
entered into by or on behalf of the Company fails to disclose the nature of his
concern or interest at a meeting of the Board of Directors as required by Section 184
of the Companies Act, 2013; or
Page 386 of 412(i) he is removed by an Ordinary Resolution of the Company before the expiry of his
period of notice; or
(j) if by notice in writing to the Company, he resigns his office, or
(k) having been appointed as a Director by virtue of his holding any office or other
employment in the Company, he ceases to hold such office or other employment in
the Company.
Vacation of 161 Notwithstanding anything contained in sub-clauses (c), (d) and (i) of Article 160
office by hereof, the disqualification referred to in these clauses shall not take effect:
Directors (a) for thirty days from the date of the adjudication, sentence or order;
(contd.) (b) where any appeal or petition is preferred within thirty days aforesaid against the
adjudication, sentence or conviction resulting in the sentence or order until the
expiry of seven days from the date on which such appeal or petition is disposed of;
or
(c) where within the seven days aforesaid, any further appeal or petition is preferred in
respect of the adjudication, sentence, conviction or order, and the appeal or petition,
if allowed, would result in the removal of the disqualification, until such further
appeal or petition is disposed of.
Removal of 162 (a) The Company may subject to the provisions of Section 169 and other applicable
Directors provisions of the Companies Act, 2013 and these Articles by Ordinary Resolution
remove any Director not being a Director appointed by the Central Government in
pursuance of Section 242 of the Companies Act, 2013 before the expiry of his period
of office.
(b) Special Notice as provided by these Articles or Section 115 of the Companies Act,
2013 shall be required of any resolution to remove a Director under this Article or
to appoint some other person in place of a Director so removed at the Meeting at
which he is removed.
(c) On receipt of notice of a resolution to remove a Director under this Article; the
Company shall forthwith send a copy thereof to the Director concerned and the
Director (whether or not he is a Member of a Company) shall be entitled to be heard
on the resolution at the Meeting.
(d) where notice is given of a resolution to remove a Director under this Article and the
Director concerned makes with respect thereto representations in writing to the
Company (not exceeding reasonable length) and requests their notification to
Members of the Company, the Company shall, unless the representations are,
received by it too late for it to do so:
i. in the notice of the resolution given to the Members of the Company state the
fact of the representations having been made, and
ii. send a copy of the representations to every Member of the Company to whom
notice of the Meeting is sent (before or after the representations by the Company)
and if a copy of the representations is not sent as aforesaid because they were
received too late\or because of the Company's default, the Director may (without
prejudice to his right to be heard orally) require that the representation shall be
read out at the Meeting:
Provided that copies of the representation need not be sent or read out at the Meeting
if, on the application either of the Company or of any other person who claims to be
aggrieved, the Court is satisfied that the rightsconcernedbythissub-
clausearebeingabusedtosecureneedlesspublicity for defamatory matter.
(e) A vacancy created by the removal of the Director under this Article may, if he had
been appointed by the Company in General Meeting or by the Board, in pursuance
Page 387 of 412of Article 153 or Section 161 of the Companies Act, 2013 be filled by the
appointment of another Director in his place by the Meeting at which he is removed,
provided special notice of the intended appointment has been given under clause (b)
hereof. A Director so appointed shall hold office until the date upto which his
predecessor would have held office if he had not been removed as aforesaid.
(f) If the vacancy is not filled under sub-clause (e) hereof, it may be filled as a casual
vacancy in accordance with the provisions, in so far as they are applicable of Article
148 or Section 161 of the Companies Act, 2013 and all the provisions of that Article
and Section shall apply accordingly
Provided that the Director who was removed from office under this Article shall not
be re-appointed as a Director by the Board of Directors.\
(g) Nothing contained in this Article shall be taken:-
i. as depriving a person removed hereunder of any compensation of damages
payable to him in respect of the termination of his appointment as Director, or
ii. as derogating from any power to remove a Director which may exist apart from
this Article.
Interested 163 No Director shall as a Director take part in the discussion of or vote on any contract
Directors not arrangement or proceedings entered into or to be entered into by or on behalf of the
to participate Company, if he is in any way, whether directly or indirectly, concerned or interested in
or vote in such contract or arrangement, not shall his presence count for the purpose of forming
Board’s a quorum at the time of any such discussion or voting, and if he does vote, his vote
proceedings shall be void.
Provided however, that nothing herein contained shall apply to:-
(a) any contract of indemnity against any loss which the Directors, or any one or more
of them, may suffer by reason of becoming or being sureties or a surety for the
Company;
(b) any contract or arrangement entered into or to be entered into with a public company
or a private company which is a subsidiary of a public company in which the interest
of the Director consists solely;
i. in his being:
(a) a director of such company; and
(b) the holder of not more than shares of such number of value therein as is
requisite to qualify him for appointment as a director, thereof, he having been
nominated as director by the company, or
ii. in his being a member holding not more than two percent of its paid-up share
capital.
Director may 164 A Director may be or become a director of any company promoted by the Company,
be director of or in which it may be interested as a vendor, shareholder, or otherwise and no such
companies Director shall be accountable for any benefit received as director or shareholder of such
promoted by company except in so far Section 197 or Section 188 of the Companies Act, 2013 may
the Company be applicable.
ROTATION AND APPOINTMENT OF DIRECTORS
Rotation of 165 Not less than two third of the total number of Directors shall:
Directors (a) Be persons whose period of the office is liable to termination by retirement by
rotation and
(b) Save as otherwise expressly provided in the Articles be appointed by the Company
in General Meeting.
Page 388 of 412Retirement of 166 Subject to the provisions of Articles 145 and 147, the non-retiring Directors should be
Directors appointed by the Board for such period or periods as it may in its discretion deem
appropriate.
Retiring 167 Subject to the provisions of Section 152 of the Companies Act, 2013 and Articles 143
Directors to 154, at every Annual General Meeting of the Company, one- third or such of the
Directors for the time being as are liable to retire by rotation; or if their number is not
three or a multiple of three the number nearest to one-third shall retire from office. The
Debenture Directors, Nominee Directors, Corporation Directors, Managing Directors
if any, subject to Article 180, shall not be taken into account in determining the number
of Directors to retire by rotation. In these Articles a "Retiring Director" means a
director retiring by rotation.
Appointment 168 (a) The Board of Directors shall have the right from time to time to appoint any person
of Technical or persons as Technical Director or Executive Director/s and remove any such
or Executive persons from time to time without assigning any reason whatsoever. A Technical
Directors Director or Executive Director shall not be required to hold any qualification shares
and shall not be entitled to vote at any meeting of the Board of Directors.
(b) Subject to the provisions of Section 161 of the Companies Act, 2013 if the office of
any Director appointed by the Company in General Meeting vacated before his term
of office will expire in the normal course, the resulting casual vacancy may in default
of and subject to any regulation in the Articles of the Company be filled by the Board
of Directors at the meeting of the Board and the Director so appointed shall hold
office only up to the date up to which the Director in whose place he is appointed
would have held office if had not been vacated as aforesaid.
Ascertainment 169 Subject to Section 152 of the Companies Act, 2013 the Directors retiring by rotation
of Directors under Article 167 at every Annual General Meeting shall be those, who have been
retiring by longest in office since their last appointment, but as between those who became
rotation and Directors on the same day, those who are to retire shall in default of and subject to any
filling of agreement amongst themselves be determined by the lot.
vacancies
Eligibility for 170 A retiring Director shall be eligible for re-election and shall act as a Director throughout
re-election and till the conclusion of the Meeting at which he retires.
Company to 171 At the General Meeting, at which a Director retires as aforesaid, the Company may fill
fill vacancies up the vacancy by appointing the retiring Director or some other person thereto.
Provision in 172 (a) If the place of retiring Director is not so filled up and the Meeting has not expressly
default of resolved not to fill the vacancy, the Meeting shall stand adjourned till the same day
appointment in the next week, at the same time and place, or if that day is a public holiday, till
the next succeeding day which is nota public holiday, at the same time and place.
(b) If at the adjourned Meeting also, the place of the retiring Director is not filled up
and the Meeting also has not expressly resolved not to fill the vacancy, the retiring
Director shall be deemed to have been re-appointed at the adjourned Meeting,
unless:
i. at that Meeting or the previous Meeting a resolution for the re- appointment of
such Director has been put to the Meeting and lost.
ii. the retiring Director has by a notice in writing addressed to the Company or its
Board of Directors expressed his unwillingness to be sore-appointed.
iii. he is not qualified or is disqualified for appointment.
iv. a resolution, whether Special or Ordinary is required for his appointment or re-
appointment by virtue of any provisions of the Act, or
v. section 162 of the Companies Act, 2013 is applicable to the case.
Page 389 of 412Company may 173 Subject to the provisions of Section 149 and 152 of the Companies Act, 2013 the
increase or Company may by Ordinary Resolution from time to time, increase or reduce the
reduce the number of Directors and may alter qualifications.
number of
Directors or
remove any
Director
Appointment 174 (a) No motion, at any General Meeting of the Company shall be made for the
of Directors to appointment of two or more persons as Directors of the Company by a single
be voted resolution unless a resolution that it shall be so made has been first agreed to by the
individually Meeting without any vote being given against it.
(b) A resolution moved in contravention of clause (a) hereof shall be void, whether or
not objection was taken at the time of its being so moved, provided where a
resolution so moved has passed no provisions or the automatic re-appointment of
retiring Directors in default of another appointment as therein before provided shall
apply.
(c) For the purposes of this Article, a motion for approving a person's appointment, or
for nominating a person for appointment, shall be treated as a motion for his
appointment.
Notice of 175 1) No person not being a retiring Director shall be eligible for election to the office of
candidature Director at any General Meeting unless he or some other Member intending to
for office of propose him has given at least fourteen days’ notice in writing under his hand
Directors signifying his candidature for the office of a Director or the intention of such person
except in to propose him as Director for that office as the case may be, along with a deposit
certain cases of one lakh rupees or such higher amount as may be prescribed which shall be
refunded to such person or, as the case may be, to such Member, if the person
succeeds in getting elected as a Director or gets more than twenty-five per cent. of
total valid votes cast either on show of hands or on poll on such resolution.
2) The Company shall inform its Members of the candidature of the person for the
office of Director or the intention, of a Member to propose such person as candidate
for that office in such manner as may be prescribed.
3) Every person (other than Director retiring by rotation or otherwise or a person who
has left at the office of the Company a notice under Section 160 of the Companies
Act, 2013 signifying his candidature for the office of a Director) proposed as a
candidate for the office a Director shall sign and file with the Company his consent
in writing to act as a Director, if appointed.
4) A person other than:
(a) a Director appointed after retirement by rotation or immediately on the expiry of
his term of office, or
(b) an Additional or Alternate Director or a person filling a casual vacancy in the
office of a Director under Section 161 of the Companies Act, 2013 appointed as
a Director or re-appointed as an additional or alternate Director, immediately on
the expiry of his term of office
shall not act as a Director of the Company unless he has within thirty days of his
appointment signed and filled with the Registrar his consent in writing to act as such
Director.
Disclosure by 176 Every Director and every person deemed to be Director of the Company by virtue of
Directors of Section 170 of the Companies Act, 2013 shall give notice to the Company of such
their holdings matters relating to himself as may be necessary for the purpose of enabling the
Page 390 of 412of their Shares Company to comply with the provisions of that Section. Any such notice shall be given
and debentures in writing and if it is not given at a meeting of the Board the person giving the notice
of the shall take all reasonable steps to secure that it is brought up and read at the next meeting
Company of the Board after it is given.
Votes of Body 177 A body corporate, whether a company within the meaning of the Act or not, which is
Corporate a member of the Company, may by resolution of its Board of Directors or other
governing body, authorize such person as it thinks fit to act as its representative at any
meeting of the company or at any meeting of any class of members of the company
and the persons so authorized shall be entitled to exercise the same rights and power
(including the right to vote by proxy) on behalf of the body corporate which he
represents as that body could exercise as if it were an individual member of the
company and the production of a copy of the Minutes of such resolution certified by a
director or the copy of the Minutes of such resolution certified by a Director or the
Secretary of such body corporate as being a true copy of the Minutes of such resolution
shall be accepted as sufficient evidence of the validity of the said representative’s
appointment and of his right to vote.
MANAGING DIRECTOR
Powers to 178 Subject to the provisions of Section 196 and 203 of the Companies Act, 2013 the Board
appoint may, from time to time, appoint one or more Directors to be Managing Director or
Managing Managing Directors or Whole-time Directors of the Company, for a fixed term not
Director exceeding five years as to the period for which he is or they are to hold such office, and
may, from time to time (subject to the provisions of any contract between him or them
and the Company) remove or dismiss him or them from office and appoint another or
others in his or their place or places. The Managing Director shall perform such
functions and exercise such powers as are delegated to him by the Board of Directors
of the Company in accordance with the provisions of the Companies Act, 2013 and
Companies Act, 1956, to the extent applicable subject to the provisions of Section152
of the Companies Act, 2013 the Managing Director shall not be, while he continues to
hold that office, subject to retirement by rotation.
Remuneration 179 Subject to the provisions of Sections 196 and 197 of the Companies Act, 2013 a
of Managing Managing Director shall, in addition to any remuneration that might be payable to him
Director as a Director of the Company under these Articles, receive such remuneration as may
from time to time be approved by the Company.
Special 180 Subject to any contract between him and the Company, a Managing or Whole- time
position of Director shall not, while he continues to hold that office, be subject to retirement by
Managing rotation and he shall not be reckoned as a Director for the purpose of determining the
Director rotation of retirement of Directors or in fixing the number of Directors to retire but
(subject to the provision of any contract between him and the Company), he shall be
subject to the same provisions as to resignation and removal as the Directors of the
Company and shall, ipso facto and immediately, cease to be a Managing Director if he
ceases to hold the office of Director from any cause.
Powers of 181 The Director may from time to time entrust to and confer upon a Managing Director or
Managing Whole-time Director for the time being such of the powers exercisable under these
Director provisions by the Directors, as they may think fit, and may confer such powers for such
time and to be exercised for such objects and purposes and upon such terms and
conditions and with such restrictions, as they think expedient and they may confer such
powers either collaterally with or to the exclusion of and in substitution for all or any
of the powers of the Directors in that behalf and from time to time, revoke, withdraw,
alter, or vary all or any of such powers.
Page 391 of 412182 The Company’s General Meeting may also from time to time appoint any Managing
Director or Managing Directors or Whole-time Director or Whole- time Directors of
the Company and may exercise all the powers referred to in these Articles.
183 Receipts signed by the Managing Director for any moneys, goods or property
received in the usual course of business of the Company or for any money, goods, or
property lent to or belonging to the Company shall be an official discharge on behalf
of and against the Company for the money, funds or property which in such receipts
shall be acknowledged to be received and the
persons paying such moneys shall not be bound to see to the application or be
answerable for any misapplication thereof. The Managing Director shall also have the
power to sign, accept and endorse cheques on behalf of the Company.
184 The Managing Director shall be entitled to sub-delegate (with the sanction of the
Directors where necessary) all or any of the powers, authorities and discretions for the
time being vested in him in particular from time to time by the appointment of any
attorney or attorneys for the management and transaction of the affairs of the Company
in any specified locality in such manner as they may think fit.
185 Notwithstanding anything contained in these Articles, the Managing Director is
expressly allowed generally to work for and contract with the Company and especially
to do the work of Managing Director and also to do any work for the Company upon
such terms and conditions and for such remuneration (subject to the provisions of the
Act) as may from time to time be agreed between him and the Directors of the
Company.
Appointment 186 The Board may, from time to time, appoint any person as Manager (under Section 2(53)
and powers of of the Companies Act, 2013) to manage the affairs of the Company. The Board may
Manager from time to time entrust to and confer upon a Manager such of the powers exercisable
under these Articles by the Directors, as they may think fit, and may confer such powers
for such time and to be exercised for such objects and purposes and upon such terms
and conditions and with such restrictions as they think expedient.
WHOLE TIME DIRECTOR
Power to 187 Subject to the provisions of the Act and of these Articles, the Board may from time to
appoint time with such sanction of the Central Government as may be required by law appoint
Whole-Time one or more of its Director/s or other person/s as Whole-Time Director or Whole-Time
Director Directors of the Company out of the Directors/persons nominated under Article only
and/or Whole- either for a fixed term that the Board may determine or permanently for life time upon
time Directors such terms and conditions as the Board may determine and thinks fit. The Board may
by ordinary resolution and/or an agreement/s vest in such Whole-Time Director or
Whole Time Directors such of the powers, authorities and functions hereby vested in
the Board generally as it thinks fit and such powers may be made exercisable and for
such period or periods and upon such conditions and subject to such restrictions as it
may be determined or specified by the Board and the Board has the powers to revoke,
withdraw, alter or vary all or any of such powers and/or remove or dismiss him or them
and appoint another or others in his or their place or places again out of the
Directors/persons nominated under Article 188 only. The Whole Time Director or
Whole Time Directors will be entitled for remuneration as may be fixed and determined
by the Board from time to time either by way of ordinary resolution or a Court act/s or
an agreement/s under such terms not expressly prohibited by the Act.
To what 188 Subject to the provisions of Section 152 of the Companies Act, 2013 and these Articles,
provisions a Whole Time Director or Whole Time Directors shall not, while he/they continue to
Whole time hold that office, be liable to retirement by rotation but (subject to the provisions of any
Page 392 of 412Directors shall contract between him/they and the Company) he/they shall be subject to the same
subject provision as to resignation and removal as the other Directors and he/they shall ipso
facto and immediately ceases or otherwise cease to hold the office of Director/s for any
reason whatsoever save that if he/they shall vacate office whether by retirement, by
rotation or otherwise under the provisions of the Act in any Annual General Meeting
and shall be re-appointed as a Director or Directors at the same meeting he/they shall
not by reason only of such vacation, cease to be a Whole Time Director or Whole Time
Directors.
Seniority of 189 If at any time the total number of Managing Directors and Whole Time Directors is
Whole Time more than one-third who shall retire shall be determined by and in accordance with
Director and their respective seniorities. For the purpose of this Article, the seniorities of the Whole
Managing Time Directors and Managing Directors shall be determined by the date of their
Director respective appointments as Whole Time Directors and Managing Directors of the
Company.
PROCEEDINGS OF THE BOARD OF DIRECTORS
Meeting of 190 The Directors may meet together as a Board for the dispatch of business from time to
Directors time, and unless the Central Government by virtue of the provisions of Section 173 of
the Companies Act, 2013 allow otherwise, Directors shall so meet at least once in every
three months and at least four such Meetings shall be held in every year. The Directors
may adjourn and otherwise regulate their Meetings as they think fit. The provisions of
this Article shall not be deemed to have been contravened merely by reason of the fact
that the meeting of the Board which had been called in compliance with the terms of
this Article could not be held for want of a quorum.
Quorum 191 (a) Subject to Section 174 of the Companies Act, 2013 the quorum for a meeting of the
Board of Directors shall be one-third of its total strength (excluding Directors, if
any, whose place may be vacant at the time and any fraction contained in that one
third being rounded off as one) or two Directors whichever is higher.
PROVIDED that where at any time the number of interested Directors at any
meeting exceeds or is equal to two-third of the Total Strength, the number of the
remaining Directors that is to say, the number of directors who are not interested
present at the Meeting being not less than two shall be, the quorum during such time.
(b) For the purpose of clause(a)
i. "Total Strength" means total strength of the Board of Directors of the Company
determined in pursuance of the Act after deducting there from number of the
Directors if any, whose places may be vacant at the time, and
ii. “Interested Directors” mean any Directors whose presence cannot by reason of
any provisions in the Act count for the purpose of forming a quorum at a meeting
of the Board at the time of the discussion or vote on any matter.
Procedure 192 If a meeting of the Board could not be held for want of quorum then, the Meeting shall
when Meeting automatically stand adjourned till the same day in the next week, at the same time and
adjourned for place, or if that day is a public holiday, till the next succeeding day which is not a public
want of holiday at the same time and place, unless otherwise adjourned to a specific date, time
quorum and place.
Chairman of 193 The Chairman of the Board of Directors shall be the Chairman of the meetings of
Meeting Directors, provided that if the Chairman of the Board of Directors is not present within
five minutes after the appointed time for holding the same, meeting of the Director
Page 393 of 412shall choose one of their members to be Chairman of such Meeting.
Question at 194 Subject to the provisions of Section 203 of the Companies Act, 2013 questions arising
Board meeting at any meeting of the Board shall be decided by a majority of votes, and in case of any
how decided equality of votes, the Chairman shall have a second or casting vote.
Powers of 195 A meeting of the Board of Directors at which a quorum is present shall be competent
Board meeting to exercise all or any of the authorities, powers and discretions which by or under the
Act, or the Articles for the time being of the Company which are vested in or
exercisable by the Board of Directors generally.
Directors may 196 The Board of Directors may subject to the provisions of Section 179 and other relevant
appoint provisions of the Companies Act, 2013 and of these Articles delegate any of the powers
Committee other than the powers to make calls and to issue debentures to such Committee or
Committees and may from time to time revoke and discharge any such Committee of
the Board, either wholly or in part and either as to the persons or purposes, but every
Committee of the Board so formed shall in exercise of the powers so delegated conform
to any regulation(s) that may from time to time be imposed on it by the Board of
Directors. All acts done by any such Committee of the Board in conformity with such
regulations and in fulfillment of the purpose of their appointments, but not otherwise,
shall have the like force and effect, as if done by the Board.
Meeting of the 197 The meetings and proceedings of any such Committee of the Board consisting of two
Committee or more members shall be governed by the provisions herein contained for regulating
how to be the meetings and proceedings of the Directors, so far as the same are applicable thereto
governed and are not superseded by any regulations made by the Directors under the last
preceding article. Quorum for the Committee meetings shall be two.
Circular 198 (a) A resolution passed by circulation without a meeting of the Board or a Committee
resolution of the Board appointed under Article 197 shall subject to the provisions of sub-
clause (b) hereof and the Act, be as valid and effectual as the resolution duly passed
at a meeting of Directors or of a Committee duly called and held.
(b) A resolution shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation if the resolution has been circulated in draft
together with necessary papers if any to all the Directors, or to all the members of
the Committee, then in India (not being less in number than the quorum fixed for a
meeting of the Board or Committee as the case may be) and to all other Directors or
members of the Committee at their usual addresses in India or to such other
addresses outside India specified by any such Directors or members of the
Committee and has been approved by such of the Directors or members of the
Committee, as are then in India, or by a majority of such of them as are entitled to
vote on the resolution.
Acts of Board 199 All acts done by any meeting of the Board or by a Committee of the Board or by any
or Committee person acting as a Director shall, notwithstanding that it shall afterwards be discovered;
valid that there was some defect in the appointment of one or more of such Directors or any
notwithstandin person acting as aforesaid; or that they or any of them were disqualified or had vacated
g defect in office or that the appointment of any of them is deemed to be terminated by virtue of
appointment any provision contained in the Act or in these Articles, be as valid as if every such
person had been duly appointed and was qualified to be a Director; provided nothing
in the Article shall be deemed to give validity to acts done by a Director after his
appointment has been shown to the Company to be invalid or to have terminated.
POWERS OF THE BOARD
General 200 The Board may exercise all such powers of the Company and do all such acts and things
powers of as are not, by the Act, or any other Act or by the Memorandum or by the Articles of
Page 394 of 412management the Company required to be exercised by the Company in General Meeting, subject
vested in the nevertheless to these Articles, to the provisions of the Act, or any other Act and to such
Board of regulations being not inconsistent with the aforesaid Articles, as may be prescribed by
Directors the Company in General Meeting but no regulation made by the Company in General
Meeting shall invalidate any prior act of the Board which would have been valid if that
regulation had not been made.
Provided that the Board shall not, except with the consent of the Company in General
Meeting :-
(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the
undertaking of the Company, or where the Company owns more than one
undertaking of the whole, or substantially the whole, of any such undertaking;
(b) remit, or give time for the repayment of, any debt due by a Director,
(c) invest otherwise than in trust securities the amount of compensation received by
the Company in respect of the compulsory acquisition or any such undertaking as
is referred to in clause (a) or of any premises or properties used for any such
undertaking and without which it cannot be carried on or can be carried on only
with difficulty or only after a considerable time;
(d) borrow moneys where the moneys to be borrowed together with the moneys
already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business), will exceed the aggregate
of the paid-up capital of the Company and its free reserves that is to say, reserves
not set apart for any specific purpose;
(e) contribute to charitable and other funds not directly relating to the business of the
Company or the welfare of its employees, any amounts the aggregate of which will,
in any financial year, exceed fifty thousand rupees or five per cent of its average
net profits as determined in accordance with the provisions of Section 349 and 350
of the Act during the three financial years immediately preceding whichever is
greater, provided that the Company in the General Meeting or the Board of
Directors shall not contribute any amount to any political party or for any political
purposes to any individual or body;
i. Provided that in respect of the matter referred to in clause (d) and clause (e)
such consent shall be obtained by a resolution of the Company which shall
specify the total amount upto which moneys may be borrowed by the Board
under clause (d) of as the case may be total amount which may be contributed
to charitable or other funds in a financial year under clause(e)
ii. Provided further that the expression “temporary loans” in clause (d) above
shall mean loans repayable on demand or within six months from the date of
the loan such as short term cash credit arrangements, the discounting of bills
and the issue of other short term loans of a seasonal character, but does not
include loans raised for the purpose of financing expenditure of a capital
nature.
Certain 201 1) Without derogating from the powers vested in the Board of Directors under these
powers to be Articles, the Board shall exercise the following powers on behalf of the Company
exercised by and they shall do so only by means of resolutions passed at the meeting of the
the Board only Board;
at Meetings the power to make calls, on shareholders in respect of money unpaid on their
Shares,
the power to issue Debentures,
the power to borrow moneys otherwise than on Debentures,
Page 395 of 412(a) the power to invest the funds of the Company, and
(b) the power to make loans
Provided that the Board may, by resolution passed at a Meeting, delegate to any
Committee of Directors, the Managing Director, the Manager or any other principal
officer of the Company, the powers specified in sub- clause (c),(d) and (e) to the extent
specified below.
2) Every resolution delegating the power referred to in sub-clause (1)(c) above shall
specify the total amount outstanding at any one time, upto which moneys may be
borrowed by the delegate.
3) Every resolution delegating the power referred to in sub-clause (1)(d) above shall
specify the total amount upto which the funds of the Company may be invested,
and the nature of the investments which may be made by the delegate.
4) Every resolution delegating the power referred to in sub-clause (1)(e) above shall
specify the total amount upto which loans may be made and the maximum amount
of loans which may be made for each such purpose in individual cases.
Certain 202 Without prejudice to the general powers conferred by the last preceding Article and so
powers of the as not in any way to limit or restrict those powers, and without prejudice to the other
Board powers conferred by these Articles, but subject to the restrictions contained in the last
preceding Article, it is hereby declared that the Directors shall have the following
powers, that is to say, power:
1) To pay the cost, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company.
2) To pay and charge to the capital account of the Company any commission or
interest lawfully payable thereon under the provisions of Sections 76 and 208 of
the Act.
3) Subject to Section 292 and 297 and other provisions applicable of the Act to
purchase or otherwise acquire for the Company any property, right or privileges
which the Company is authorized to acquire, at or for such price or consideration
and generally on such terms and conditions as they may think fit and in any such
purchase or other acquisition to accept such title as the Directors may believe or
may be advised to be reasonably satisfactory.
4) At their discretion and subject to the provisions of the Act to pay for any property,
rights or privileges acquired by or services rendered to the Company, either wholly
or partially in cash or in share, bonds, debentures, mortgages, or other securities of
the Company, and any such Shares may be issued either as fully paid-up or with
such amount credited as paid-up thereon as may be agreed upon and any such
bonds, debentures, mortgages or other securities may be either specifically charged
upon all or any part of the property of the Company and its uncalled capital or not
so charged.
5) To secure the fulfillment of any contracts or engagement entered into by the
Company by mortgage or charge of all or any of the property of the Company and
its uncalled capital for the time being or in such manner as they may think fit.
6) To accept from any Member, as far as may be permissible by law to a surrender of
his Shares or any part thereof, on such terms and conditions as shall be agreed.
7) To appoint any person to accept and hold in trust for the Company any property
belonging to the Company, in which it is interested, or for any other purpose and
to execute and do all such deeds and things as may be required in relation to any
trust, and to provide for the remuneration of such trustee or trustees.
8) To institute, conduct, defend, compound or abandon any legal proceedings by or
Page 396 of 412against the Company or its officers or otherwise concerning the affairs of the
Company, and also to compound and allow time for payment or satisfaction of any
debts due and of any claim or demands by or against the Company and to refer any
differences to arbitration and observe and perform any awards made thereon either
according to Indian law or according to foreign law and either in India or abroad
and to observe and perform or challenge any award made there on.
9) To act on behalf of the Company in all matters relating to bankruptcy and
insolvency, winding up and liquidation of companies.
10) To make and give receipts, releases and other discharges for moneys payable to the
Company and for the claims and demands of the Company.
11) Subject to the provisions of Sections 291, 292, 295, 370, 372 and all other
applicable provisions of the Act, to invest and deal with any moneys of the
Company not immediately required for the purpose thereof upon such security (not
being Shares of this Company), or without security and in such manner as they may
think fit and from time to time vary or realise such investments. Save as provided
in Section 49 of the Act, all investments shall be made and held in the Company’s
own name.
12) To execute in the name and on behalf of the Company, in favour of any Director
or other person who may incur or be about to incur any personal liability whether
as principal or surety, for the benefit of the Company, such mortgages of the
Company’s property (present and future) as they think fit, and any such mortgage
may contain a power of sale and such other powers, provisions, covenants and
agreements as shall be agreed upon.
13) To open bank account and to determine from time to time who shall be entitled to
sign, on the Company’s behalf, bills, notes, receipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and documents and to give the
necessary authority for such purpose.
14) To distribute by way of bonus amongst the staff of the Company a Share or Shares
in the profits of the Company and to give to any Director, officer or other person
employed by the Company a commission on the profits of any particular business
or transaction and to charge such bonus or commission as a part of the working
expenses of the Company.
15) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the dependents
or connections of such persons, by building or contributing to the building of
houses, dwelling or chawls, or by grants of moneys, pension, gratuities, allowances,
bonus or other payments, or by creating and from time to time subscribing or
contributing, to provide other associations, institutions, funds or trusts and by
providing or subscribing or contributing towards place of instruction and
recreation, hospitals and dispensaries, medical and other attendance and other
assistance as the Board shall think fit and subject to the provision of Section
293(1)(e) of the Act, to subscribe or contribute or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific, national or other institutions
or object which shall have any moral or other claim to support or aid by the
Company, either by reason of locality of operation, or of the public and general
utility or otherwise.
16) Before recommending any dividend, to set aside out of the profits of the Company
such sums as they may think proper for depreciation or to depreciation fund, or to
an insurance fund, or as reserve fund or any special fund to meet contingencies or
Page 397 of 412to repay redeemable preference shares or debentures or debenture stock, or for
special dividends or for equalising dividends or for repairing, improving, extending
and maintaining any of the property of the Company and for such other purposes
(including the purpose referred to in the preceding clause), as the Board may in
their absolute discretion, think conducive to the interest of the Company and
subject to Section 292 of the Act, to invest several sums so set aside or so much
thereof as required to be invested, upon such investments (other than Shares of the
Company) as they may think fit, and from time to time to deal with and vary such
investments and dispose of and apply and expend all or any such part thereof for
the benefit of the Company, in such a manner and for such purposes as the Board
in their absolute discretion, think conducive to the interest of the Company
notwithstanding that the matters to which the Board apply or upon which they
expend the same or any part thereof or upon which the capital moneys of the
Company might rightly be applied or expended; and to divide the general reserve
or reserve fund into such special funds as the Board may think fit with full power
to transfer the whole or any portion of reserve fund or division of a reserve fund
and with full power to employ the assets constituting all or any of the above funds,
including the depreciation fund, in the business of the Company or in the purchase
or repayment of redeemable preference shares or debentures or debenture stock,
and without being bound to keep the same separate from the other assets and
without being bound to pay interest on the same with power however, to the Board
at their discretion to pay or allow to the credit of such funds interest at such rate as
the Board may think proper.
17) To appoint, and at their discretion, remove or suspend, such general managers,
managers, secretaries, assistants, supervisors, scientists, technicians, engineers,
consultants, legal, medical or economic advisors, research workers, laborers,
clerks, agents and servants for permanent, temporary or special services as they
may from time to time think fit and to determine their powers and duties, and fix
their salaries or emoluments remuneration, and to require security in such instances
and to such amount as they may think fit. And also from time to time to provide for
the management and transaction of the affairs of the Company in any specified
locality in India or elsewhere in such manner as they think and the provisions
contained in the four next following sub-clauses shall be without prejudice to the
general powers conferred by this sub-clause.
18) To appoint or authorize appointment of officers, clerks and servants for permanent
or temporary or special services as the Board may from time to time think fit and
to determine their powers and duties and to fix their salaries and emoluments and
to require securities in such instances and of such amounts as the Board may think
fit and to remove or suspend any such officers, clerks and servants. Provided further
that the Board may delegate matters relating to allocation of duties, functions,
reporting etc. of such persons to the Managing Director or Manager.
19) From time to time and at any time to establish any local Board for managing any
of the affairs of the Company in any specified locality in India or elsewhere and to
appoint any person to be members of such local Boards, and to fix their
remuneration or salaries or emoluments.
20) Subject to Section 292 of the Act, from time to time and at any time to delegate to
any person so appointed any of the powers, authorities and
discretionsforthetimebeingvestedintheBoard,otherthantheirpowerto make calls or
to make loans or borrow money, and to authorize the members for the time being
Page 398 of 412of any such local Board, or any of them to fill up any vacancies therein and to act
notwithstanding vacancies, and any such appointment or delegation may be made
on such terms and subject to such terms and subject to such conditions as the Board
may think fit, and Board may at any time remove any person so appointed, and may
annul or vary any such delegation.
21) At any time and from time to time by Power of Attorney under the Seal of the
Company, to appoint any person or person to be the Attorney or Attorneys of the
Company, for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board under these presents and
subject to the provisions of Section 292 of the Act) and for such period and subject
to such conditions as the Board may from time to time think fit; and any such
appointment may (if the Board thinks fit) be made in favour of any company, or
the shareholders, directors, nominees, or managers of any company or firm or
otherwise in favour of any fluctuating body of persons whether nominated directly
or indirectly by the Board and such Power of Attorney may contain such powers
for the protection or convenience of persons dealing with such Attorneys as the
Board may think fit, and may contain powers enabling any such delegates or
attorneys as aforesaid to sub-delegate all or any of the powers authorities and
discretions for the time being vested in them.
22) Subject to Sections 294 and 297 and other applicable provisions of the Act, for or
in relation to any of the matters aforesaid or, otherwise for the purposes of the
Company to enter into all such negotiations and contracts and rescind and vary all
such contracts, and execute and do all such acts, deeds and things in the name and
on behalf of the Company as they may consider expedient.
23) From time to time to make, vary and repeal bye-laws for the regulations of the
business of the Company, its officers and servants.
24) To purchase or otherwise acquire any land, buildings, machinery, premises,
hereditaments, property, effects, assets, rights, credits, royalties, business and
goodwill of any joint stock company carrying on the business which the Company
is authorized to carry on in any part of India.
25) To purchase, take on lease, for any term or terms of years, or otherwise acquire any
factories or any land or lands, with or without buildings and out-houses thereon,
situated in any part of India, at such price or rent and under and subject to such
terms and conditions as the Directors may think fit. And in any such purchase, lease
or other acquisition to accept such title as the Directors may believe or may be
advised to be reasonably satisfactory.
26) To insure and keep insured against loss or damage by fire or otherwise for such
period and to such extent as it may think proper all or any part of the buildings,
machinery, goods, stores, produce and other movable property of the Company,
either separately or co jointly, also to insure all or any portion of the goods,
produce, machinery and other articles imported or exported-by the Company and
to sell, assign, surrender or discontinue any policies of assurance effected in
pursuance of this power.
27) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention or
technical know-how.
28) To sell from time to time any articles, materials, machinery, plants, stores and
other articles and thing belonging to the Company as the Board may think proper
and to manufacture, prepare and sell waste and by-products.
Page 399 of 41229) From time to time to extend the business and undertaking of the Company by
adding, altering or enlarging all or any of the buildings, factories, workshops,
premises, plant and machinery, for the time being the property of or in the
possession of the Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of them as they be
thought necessary or expedient.
30) To undertake on behalf of the Company any payment of rents and the performance
of the covenants, conditions and agreements contained in or reserved by any lease
that may be granted or assigned to or otherwise acquired by the Company and to
purchase the reversion or reversions, and otherwise to acquire on freehold sample
of all or any of the lands of the Company for the time being held under lease or for
an estate less than freehold estate.
31) To improve, manage, develop, exchange, lease, sell, resell and re- purchase,
dispose off, deal or otherwise turn to account, any property (movable or
immovable) or any rights or privileges belonging to or at the disposal of the
Company or in which the Company is interested.
32) To let, sell or otherwise dispose of subject to the provisions of Section 293 of the
Act and of the other Articles any property of the Company, either absolutely or
conditionally and in such manner and upon such terms and conditions in all respects
as it thinks fit and to accept payment in satisfaction for the same in cash or
otherwise as it thinks fit.
33) Generally subject to the provisions of the Act and these Articles, to delegate the
powers/authorities and discretions vested in the Directors to any person(s), firm,
company or fluctuating body of persons as aforesaid.
34) To comply with the requirements of any local law which in their opinion it shall in
the interest of the Company be necessary or expedient to comply with.
MANAGEMENT
Appointment 203 The Company shall have the following whole-time key managerial personnel,—
of different i. managing director, or Chief Executive Officer or manager and in their absence,
categories of ii. a whole-time director;
Key iii. company secretary; and
managerial iv. Chief Financial Officer
personnel
Same person 203A The same individual may, at the same time, be appointed as the Chairperson of the
may be Company as well as the Managing Director or Chief Executive Officer of the
Chairperson of Company.
the Board and
MD/CEO
MINUTES
Minutes to be 204 1) The Company shall cause minutes of all proceedings of General Meeting and of all
made proceedings of every meeting of the Board of Directors or every Committee thereof
within thirty days of the conclusion of every such meeting concerned by making
entries thereof in books kept for that purpose with their pages consecutively
numbered.
2) Each page of every such books shall be initialed or signed and the last page of the
record of proceedings of each Meeting in such books shall be dated and signed:
(a) in the case of minutes of proceedings of a meeting of Board or of a Committee
there of by the Chairman of the said meeting or the Chairman of the next
Page 400 of 412succeeding meeting.
(b) in the case of minutes of proceeding of the General Meeting, by the Chairman
of the said meeting within the aforesaid period of thirty days or in the event of
the death or inability of that Chairman within that period by a Director duly
authorized by the Board for the purpose.
Minutes to be 205 (a) The minutes of proceedings of every General Meeting and of the proceedings of
evidence of every meeting of the Board or every Committee kept in accordance with the
the proceeds provisions of Section 118 of the Companies Act, 2013 shall be evidence of the
Books of proceedings recorded therein.
minutes of (b) The books containing the aforesaid minutes shall be kept at the Registered Office
General of the Company and be open to the inspection of any Member without charge as
Meeting to be provided in Section 119 and Section 120 of the Companies Act, 2013 and any
kept Member shall be furnished with a copy of any minutes in accordance with the terms
of that Section.
Presumptions 206 Where the minutes of the proceedings of any General Meeting of the Company or of
any meeting of the Board or of a Committee of Directors have been kept in accordance
with the provisions of Section 118 of the Companies Act, 2013 until the contrary is
proved, the meeting shall be deemed to have been duly called and held, all proceedings
thereat to have been duly taken place and in particular all appointments of Directors or
Liquidators made at the meeting shall be deemed to be valid.
THE SECRETARY
Secretary 207 The Directors may from time to time appoint, and at their discretion, remove any
individual, (hereinafter called “the Secretary”) to perform any functions, which by the
Act are to be performed by the Secretary, and to execute any other ministerial or
administrative duties, which may from time to time be assigned to the Secretary by the
Directors. The Directors may also at any time appoint some person (who need not be
the Secretary) to keep the registers required to be kept by the Company. The
appointment of Secretary shall be made according to the provisions of the Companies
Act, read with rules made thereunder.
The Seal, its 208 (a) The Board shall provide for the safe custody of the seal.
custody and (b) The seal of the company shall not be affixed to any instrument except by the
use authority of a resolution of the Board or of a committee of the Board authorized by
it in that behalf, and except in the presence of at least one director and of the
secretary or such other person as the Board may appoint for the purpose; and those
two directors and the secretary or other person aforesaid shall sign every instrument
to which the seal of the company is so affixed in their presence.
DIVIDENDS AND CAPITALISATION OF RESERVES
Division of 209 (a) Subject to the rights of persons, if any, entitled to Shares with special rights as to
profits dividends, all dividends shall be declared and paid according to the amounts paid
or credited as paid on the Shares in respect whereof the dividend is paid but if and
so long as nothing is paid upon any of Share in the Company, dividends may be
declared and paid according to the amounts of the Shares;
(b) No amount paid or credited as paid on a Share in advance of calls shall be treated
for the purpose of this Article as paid on the Shares.
The Company 210 The Company in General Meeting may declare dividends, to be paid to Members
at General according to their respective rights and interest in the profits and may fix the time for
Meeting may payment and the Company shall comply with the provisions of Section 127 of the
declare Companies Act, 2013 but no dividends shall exceed the amount recommended by the
dividend Board of Directors. However, the Company may declare a smaller dividend than that
Page 401 of 412recommended by the Board in General Meeting.
Dividends out 211 No dividend shall be payable except out of profits of the Company arrived at the
of manner provided for in Section 123 of the Companies Act, 2013.
profits only
Interim 212 The Board of Directors may from time to time pay to the Members such interim
Dividend dividends as in their judgment the position of the Company justifies.
Debts may be 213 (a) The Directors may retain any dividends on which the Company has a lien and may
deducted apply the same in or towards the satisfaction of the debts, liabilities or engagements
in respect of which the lien exists.
(b) The Board of Directors may retain the dividend payable upon Shares in respect of
which any person is, under the Transmission Article, entitled to become a Member
or which any person under that Article is entitled to transfer until such person shall
become a Member or shall duly transfer the same.
Capital paid- 214 Where the capital is paid in advance of the calls upon the footing that the same shall
up in advance carry interest, such capital shall not, whilst carrying interest, confer a right to dividend
to carry or to participate in profits.
interest, not
the right to
earn dividend
Dividends in 215 All dividends shall be apportioned and paid proportionately to the amounts paid or
proportion to credited as paid on the Shares during any portion or portions of the period in respect of
amounts paid- which the dividend is paid, but if any Share is issued on terms provided that it shall
up rank for dividends as from a particular date such Share shall rank for dividend
accordingly.
No Member to 216 No Member shall be entitled to receive payment of any interest or dividend or bonus
receive in respect of his Share or Shares, whilst any money may be due or owing from him to
dividend while the Company in respect of such Share or Shares (or otherwise however either alone or
indebted to the jointly with any other person or persons) and the Board of Directors may deduct from
Company and the interest or dividend to any Member all such sums of money so due from him to the
the Company.
Company’s
right in respect
thereof
Effect of 217 A transfer of Shares shall not pass the right to any dividend declared therein before the
transfer registration of the transfer.
of Shares
Dividend to 218 218.Any one of several persons who are registered as joint holders of any Shares may
joint holders give effectual receipts for all dividends or bonus and payments on account of dividends
in respect of such Shares.
Dividend how 219 The dividend payable in cash may be paid by cheque or warrant sent through post
remitted directly to registered address of the shareholder entitled to the payment of the dividend
or in case of joint holders to the registered address of that one of the joint holders who
is first named on the Register of Members or to such person and to such address as the
holder or joint holders may in writing direct. The Company shall not be liable or
responsible for any cheque or warrant or pay slip or receipt lost in transit or for any
dividend lost, to the Member or person entitled thereto by forged endorsement of any
cheque or warrant or forged signature on any pay slip or receipt or the fraudulent
recovery of the dividend by any other means.
Page 402 of 412Notice of 220 Notice of the declaration of any dividend whether interim or otherwise shall be given
dividend to the registered holders of Share in the manner herein provided.
Reserves 221 The Directors may, before recommending or declaring any dividend set aside out of
the profits of the Company such sums as they think proper as reserve or reserves, which
shall, at the discretion of the Directors, be applicable for meeting contingencies or for
any other purposes to which the profits of the Company may be properly applied and
pending such application, may at the like discretion, either be employed in the business
of the Company or be invested in such investments (other than Shares of the Company)
as the Directors may from time to time think fit.
Dividend to be 222 The Company shall pay the dividend, or send the warrant in respect thereof to the
paid within shareholders entitled to the payment of dividend, within such time as may be required
time required by law from the date of the declaration unless:-where the dividend could not be paid
by law. by reason of the operation on any law; or where a shareholder has given directions
regarding the payment of the dividend and those directions cannot be complied with;
or where there is dispute regarding the right to receive the dividend; or where the
dividend has been lawfully adjusted by the Company against any sum due to it from
shareholder; or where for any other reason, the failure to pay the dividend or to post
the warrant within the period aforesaid was not due to any default on the part of the
Company.
Unpaid or 223 Where the Company has declared a dividend but which has not been paid or claimed
unclaimed within 30 days from the date of declaration, to any shareholder entitled to the payment
dividend of dividend, the Company shall within seven days from the date of expiry of the said
period of thirty days, transfer the total amount of dividend which remains unpaid or
unclaimed within the said period of thirty days, to a special account to be opened by
the Company in that behalf in any scheduled bank, to be called “_________
(year)Unpaid Dividend Account”. Any money transferred to the unpaid dividend
account of a company which remains unpaid or unclaimed for a period of seven years
from the date of such transfer, shall be transferred by the company to the Fund known
as Investor Education and Protection Fund established under section 125 of the
Companies Act,2013. No unclaimed or unpaid divided shall be forfeited by the Board.
Set-off of calls 224 Any General Meeting declaring a dividend may on the recommendation of the
against Directors make a call on the Members of such amount as the Meeting fixes but so that
dividends the call on each Member shall not exceed the dividend payable to him, and so that the
call be made payable at the same time as the dividend, and the dividend may, if so
arranged between the Company and the Members, be set off against the calls.
Dividends in 225 No dividends shall be payable except in cash, provided that nothing in this Article shall
cash be deemed to prohibit the capitalisation of the profits or reserves of the Company for
the purpose of issuing fully paid up bonus Shares or paying up any amount for the time
being unpaid on any Shares held by Members of the Company.
Capitalisation 226 1) The Company in General Meeting may, upon the recommendation of the Board,
resolve:
(a) That is desirable to capitalise any part of the amount for the time being standing
to the credit of the Company's reserve accounts or to the credit of the profit and
loss account or otherwise available for distribution, and
(b) That such sum be accordingly set free for distribution in the manner specified
in clause amongst the Members who would have been entitled thereto, if
distributed by way of dividend and in the same proportion.
2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the
provisions contained in clause (3) either in or towards;
Page 403 of 412(a) paying up any amount for the time being unpaid on any Shares held by such
Members respectively, or
(b) paying up in full unissued Shares of the Company to be allocated and
distributed, credited as fully paid up, to and amongst Members in the proportion
aforesaid, or
(c) partly in the way specified in sub clause (a) and partly in that specified in sub-
clause(b)
3) A security premium account and capital redemption reserve account may, for the
purpose of this Article, only be applied in the paying up of un issued Shares to be
issued to Members of the Company as fully paid bonus shares.
Board to give 227 The Board shall give effect to the resolution passed by the Company in pursuance of
effect above Article.
Fractional 228 1) Whenever such a resolution as aforesaid shall have been passed, the Board shall;
certificates a. make all appropriations and applications of the undivided profits resolved to be
capitalized thereby and all allotments and issues of fully paid Shares and
b. Generally do all acts and things required to give effect thereto.
2) The Board shall have full power:
a. to make such provision by the issue of fractional cash certificate or by payment
in cash or otherwise as it thinks fit, in the case of Shares becoming distributable
in fractions, also
b. to authorize any person to enter, on behalf of all the Members entitled thereto,
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further Shares to which they may
be entitled upon such capitalization or (as the case may require) for the payment
by the Company on their behalf by the application thereof of the respective
proportions of the profits resolved to be capitalized of the amounts remaining
unpaid on their existing Shares.
3) Any agreement made under such authority shall be effective and binding on all such
Members.
4) That for the purpose of giving effect to any resolution, under the preceding
paragraph of this Article, the Directors may give such directions as may be necessary
and settle any question or difficulties that
mayariseinregardtoanyissueincludingdistributionofnewSharesandfractional
certificates as they think fit.
ACCOUNTS
Books to be 229 1) The Company shall keep at its Registered Office proper books of account as would
kept give a true and fair view of the state of affairs of the Company or its transactions
with respect to:
a. all sums of money received and expended by the Company and the matters in
respect of which the receipt and expenditure takes place
b. all sales and purchases of goods by the company
c. the assets and liabilities of the Company and
d. if so required by the Central Government, such particulars relating to utilisation
of material or labour or to other items of cost as may be prescribed by the
Government
Provided that all or any of the books of account aforesaid may be kept at such other
place in India as the Board of Directors may decide and when the Board of Directors
so decides the Company shall within seven days of the decision file with the Registrar
Page 404 of 412a notice in writing giving the full address of that other place.
2) Where the Company has a branch office, whether in or outside India, the Company
shall be deemed to have complied with the provisions of clause if proper books of
account relating to the transaction effected at the branch are kept at that office and
proper summarised returns, made upto date at intervals of not more than three
months, are sent by the branch office to the Company at its Registered Office or
the other place referred to in sub-clause(1). The books of accounts and other books
and papers shall be open to inspection by any Director during business hours.
Inspection by 230 No Members (not being a Director) shall have any right of inspecting any account
Members books or documents of the Company except as allowed by law or authorized by the
Board.
Statements of 231 The Board of Directors shall from time to time in accordance with Sections 129, 133,
accounts to be and 134 of the Companies Act, 2013, cause to be prepared and laid before each Annual
furnished to General Meeting a profit and loss account for the financial year of the Company and
General a balance sheet made up as at the end of the financial year which shall be a date which
Meeting shall not precede the day of the Meeting by more than six months or such extended
period as shall have been granted by the Registrar under the provisions of the Act.
Right of 232 1) The Company shall comply with the requirements of Section 136 of the Companies
Members or Act,2013.
others to 2) The copies of every balance sheet including the Profit & Loss Account, the
copies of Auditors' Report and every other document required to be laid before the Company
balance sheet in General Meeting shall be made available for inspection at the Registered Office
and Auditors’ of the Company during working hours for a period of 21 days before the Annual
report and General Meeting.
statement 3) A statement containing the salient features of such documents in the prescribed
under form or copies of the documents aforesaid, as the Company may deem fit will be
Section136 sent to every Member of the Company and to every trustee of the holders of any
Debentures issued by the Company not less than 21 days before the date of the
Meeting.
Accounts to be 233 Once at least in every year the accounts of the Company shall be examined, balanced
audited and audited and the correctness of the profit and loss Account and the balance sheet
ascertained by one or more Auditor or Auditors.
Appointment 234 1) Auditors shall be appointed and their qualifications, rights and duties regulated in
of Auditors accordance with Section 139 to 146 of the Companies Act, 2013.
2) The Company shall at each Annual General Meeting appoint an individual or a
firm as an auditor who shall hold office from the conclusion of that meeting till the
conclusion of its sixth annual general meeting and thereafter till the conclusion of
every sixth meeting. The company shall place the matter relating to such
appointment for ratification by members at every annual general meeting. The
company shall also inform the auditor concerned of his or its appointment, and also
file a notice of such appointment with the Registrar within fifteen days of the
meeting in which the auditor is appointed.
3) The company or shall not appoint or re-appoint-
(a) an individual as auditor for more than one term of five consecutive years; and
(b) an audit firm as auditor for more than two terms of five consecutive years:
Provided that—
i. an individual auditor who has completed his term under clause (a) shall not be
eligible for re-appointment as auditor in the same company for five years from
Page 405 of 412the completion of his term;
ii. an audit firm which has completed its term under clause (b), shall not be eligible
for re-appointment as auditor in the same company for five years from the
completion of suchterm:
4) Subject to the provisions of Clause (1) and the rules made thereunder, a retiring
auditor may be re-appointed at an annual general meeting, if—
(a) he is not disqualified for re-appointment;
(b) he has not given the company a notice in writing of his unwillingness to be re-
appointed; and
(c) a special resolution has not been passed at that meeting appointing some other
auditor or providing expressly that he shall not be re-appointed.
5) Where at any annual general meeting, no auditor is appointed or re- appointed, the
existing auditor shall continue to be the auditor of the company.
6) Any casual vacancy in the office of an auditor shall be filled by the Board of
Directors within thirty days, but if such casual vacancy is as a result of the
resignation of an auditor, such appointment shall also be approved by the company
at a general meeting convened within three months of the recommendation of the
Board and he shall hold the office till the conclusion of the next annual general
meeting.
7) Special notice shall be required for a resolution at an annual general meeting
appointing as auditor a person other than a retiring auditor, or providing expressly
that a retiring auditor shall not be re-appointed, except where the retiring auditor
has completed a consecutive tenure of five years or, as the case may be, ten years,
as provided under Clause (3).
Accounts 235 Every account when audited and approved by a General Meeting shall be conclusive
when audited except as regards any errors discovered therein within the next three months after the
and approved approval thereof. Whenever any such error is discovered within that period, the
to be account shall be corrected, and amendments effected by the Directors in pursuance of
conclusive this Article shall be placed before the Members in General Meeting for their
except as to consideration and approval and, on such approval, shall be conclusive.
errors
discovered
within 3
months
DOCUMENTS AND NOTICES
To whom 236 Document or notice of every Meeting shall be served or given on or to (a) every
documents must Member (b) every person entitled to a Share in consequence of the death or
be served or insolvency of a Member and (c) the Auditor or Auditors for the time being of the
given Company
Members bound 237 Every person, who by operation of law, transfer or other means whatsoever, shall
by documents or become entitled to any Share, shall be bound by every document or notice in respect
notices served of such Share, which prior to his name and address being entered in the Register of
on or given to Members shall have been duly served on or given to the person from whom he
previous holders derived, his title to such Share.
Service of 238 A document may be served on the Company or an officer thereof by sending it to
documents on the Company or officer at the Registered Office of the Company by post under a
the Company certificate of posting or by registered post or by leaving it at its Registered Office.
Authentication 239 Save as otherwise expressly provided in the Act, a document or proceedings
of documents requiring authentication by the Company may be signed by a Director, the
Page 406 of 412and proceedings Managing Director, or the Secretary or other authorized officer of the Company and
need not be under the Seal of the Company.
REGISTERS AND DOCUMENTS
Registers and 240 The Company shall keep and maintain registers, books and documents required by
documents to be the Act or these Articles, including the following:
maintained by (a) Register of investments made by the Company but not held in its own name, as
the Company required by Section 187 of the Companies Act,2013
(b) Register of mortgages and charges as required by Section 85 of the Companies
Act, 2013 and copies of instruments creating any charge requiring registration
according to Section 85 of the Companies Act, 2013.
(c) Register and index of Members and debenture holders as required by Section
88 of the Companies Act,2013.
(d) Foreign register, if so thought fit, as required by Section 88 of the Companies
Act,2013.
(e) Register of contracts, with companies and firms in which Directors are
interested as required by Section 189 of the Companies Act, 2013.
(f) Register of Directors and Secretaries etc. as required by Section 170 of the
Companies Act, 2013.
(g) Register as to holdings by Directors of Shares and/or Debentures in the
Company as required by Section 170 of the Companies Act,2013.
(h) Register of investments made by the Company in Shares and Debentures of the
bodies corporate in the same group as required by Section 186 of the Companies
Act,2013.
(i) Copies of annual returns prepared under Section 92 of the Companies Act, 2013
together with the copies of certificates and documents required to be annexed
thereto under Section 92 of the Companies Act,2013.
Inspection of 241 The registers mentioned in clauses (f) and (i) of the foregoing Article and the
Registers minutes of all proceedings of General Meetings shall be open to inspection and
extracts may be taken therefrom and copies thereof may be required by any Member
of the Company in the same manner to the same extent and on payment of the same
fees as in the case of the Register of Members of the Company provided for in
clause (c) thereof. Copies of entries in the registers mentioned in the foregoing
article shall be furnished to the persons entitled to the same on such days and during
such business hours as may be consistent with the provisions of the Act in that
behalf as determined by the Company in General Meeting.
WINDING UP
Distribution of 242 242.If the Company shall be wound up, and the assets available for distribution among
assets the Members as such shall be insufficient to repay the whole of the paid up capital,
such assets shall be distributed so that as nearly as may be the losses shall be borne by
the Members in the proportion to the capital paid up or which ought to have been paid
up at the commencement of the winding up, on the Shares held by them respectively,
and if in the winding up the assets available for distribution among the Members shall
be more than sufficient to repay the whole of the capital paid up at the commencement
of the winding up, the excess shall be distributed amongst the Members in proportion
to the capital at the commencement of the winding up, paid up or which ought to have
been paid up on the Shares held by them respectively. But this Article is to be without
prejudice to the rights of the holders of Shares issued upon special terms and
conditions.
Distribution in 243 (a) If the Company shall be wound up, whether voluntarily or otherwise, the Liquidator
Page 407 of 412specie or kind may, with the sanction of a Special Resolution, divide amongst the contributories in
specie or kind, any part of the assets of the Company and may, with the like sanction,
vest any part of the assets of the Company in trustees upon such trusts for the benefit
of the contributories or any of them, as the liquidator, with the like sanction, shall
think fit.
(b) If thought expedient any such division may subject to the provisions of the Act be
otherwise than in accordance with the legal rights of the contributions (except where
unalterably fixed by the Memorandum of Association and in particular any class
may be given preferential or special rights or may be excluded altogether or in part
but in case any division otherwise than in accordance with the legal rights of the
contributories, shall be determined on any contributory who would be prejudicial
thereby shall have a right to dissent and ancillary rights as if such determination
were a Special Resolution passed pursuant to Section 494 of the Act.
(c) In case any Shares to be divided as aforesaid involve a liability to calls or otherwise
any person entitled under such division to any of the said Shares may within ten
days after the passing of the Special Resolution by notice in writing direct the
Liquidator to sell his proportion and pay him the net proceeds and the Liquidator
shall, if practicable act accordingly.
Right of 244 A Special Resolution sanctioning a sale to any other Company duly passed pursuant to
shareholders Section 319 of the Companies Act, 2013 may subject to the provisions of the Act in
in case of sale like manner as aforesaid determine that any Shares or other consideration receivable
by the liquidator be distributed against the Members otherwise than in accordance with
their existing rights and any such determination shall be binding upon all the Members
subject to the rights of dissent and consequential rights conferred by the said sanction.
Directors and 245 Every Director or officer, or servant of the Company or any person (whether an officer
others right to of the Company or not) employed by the Company as Auditor, shall be indemnified by
indemnity the Company against and it shall be the duty of the Directors, out of the funds of the
Company to pay all costs, charges, losses and damages which any such person may
incur or become liable to pay by reason of any contract entered into or any act, deed,
matter or thing done, concurred in or omitted to be done by him in any way in or about
the execution or discharge of his duties or supposed duties (except such if any as he
shall incur or sustain through or by his own wrongful act, neglect or default) including
expenses, and in particular and so as not to limit the generality of the foregoing
provisions against all liabilities incurred by him as such Director, officer or Auditor or
other office of the Company in defending any proceedings whether civil or criminal in
which judgment is given in his favour, or in which he is acquitted or in connection with
any application under Section 463 of the Companies Act, 2013 in which relief is
granted to him by the Court.
Director, 246 Subject to the provisions of Section 201 of the Act, no Director, Auditor or other officer
officer not of the Company shall be liable for the acts, receipts, neglects, or defaults of any other
responsible for Director or officer or for joining in any receipt or other act for conformity or for any
acts of others loss or expenses happening to the Company through the insufficiency or deficiency of
the title to any property acquired by order of the Directors for and on behalf of the
Company or for the insufficiency or deficiency of any security in or upon which any
of the moneys of the Company shall be invested for any loss or damages arising from
the insolvency or tortuous act of any person, firm or Company to or with whom any
moneys, securities or effects shall be entrusted or deposited or any loss occasioned by
any error of judgment, omission, default or oversight on his part of for any other loss,
damage, or misfortune whatever shall happen in relation to
Page 408 of 412executionofthedutiesofhisofficeorinrelationtheretounlessthesameshallhappen through
his own dishonesty.
SECRECY CLAUSE
Secrecy 247 Every Director/Manager, Auditor, treasurer, trustee, member of a committee, officer,
Clause servant, agent, accountant or any other person-employed in the business of the
Company shall, if so required by the Director, before entering upon his duties, sign a
declaration pledging himself, to observe a strict secrecy respecting all transactions and
affairs of the Company with the Company customers and the state of the accounts with
individuals and in matter thereto and shall by such declaration pledge himself not to
reveal any of the matters which may come to his knowledge in discharge of his duties
except when required to do so by the Directors or by law or by the person to whom
such matters relate and except so far as may be necessary in order to comply with any
of the provisions in these presents contained.
No Member to 248 No Member or other person (not being a Director) shall be entitled to visit or inspect
enter the any property or premises of the Company without the permission of the Board of
premises of Directors or Managing Director, or to inquire discovery of or any information
the Company respecting any details of the Company's trading or any matter which is or may be in
without the nature of a trade secret, mystery of trade, secret process or any other matter which
permission relate to the conduct of the business of the Company and which in the opinion of the
Directors, it would be in expedient in the interest of the Company to disclose.
GENERAL
General Power 249 Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only if the
Company is so authorized by its articles, then and in that case this Article authorizes
and empowers the Company to have such rights, privileges or authorities and to carry
out such transactions as have been permitted by the Act, without there being any
specific Article in that behalf herein provided.
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Page 409 of 412SECTION X- OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or contracts entered into more than two (2) years before the date of filing of this Prospectus) which
are or may be deemed material have been entered or are to be entered into by our Company. These contracts,
copies of which will be attached to the copy of the Prospectus to be delivered to the RoC for filing and the
documents for inspection referred to hereunder, may be inspected at the Registered office: Flat no.704 Narmada
Blk, N6, Sec-D, Pkt-6 Vasant Kunj, New Delhi, India, 110070, from the date of filing this Prospectus with RoC
to Issue Closing Date on working days from 10.00 a.m. to 5.00 p.m.
MATERIAL CONTRACTS
1. Issue Agreement/ Memorandum of Understanding dated October 19, 2024 between our company and the
Book Running Lead Manager.
2. Agreement dated October 15, 2024 between our company and the Registrar to the Issue.
3. Public Issue Agreement dated August 14, 2025, among our Company, the Book Running Lead Manager, The
Banker to the Issue/Public Issue Bank/Sponsor Bank, and the Registrar to the Issue.
4. Underwriting Agreement dated October 19, 2024, along with Addendum to underwriting Agreement between
our company and the Underwriters dated August 14, 2025.
5. Market making Agreement dated August 14, 2025, between our company, the Book Running Lead Manager
and the Market Maker.
6. Monitoring Agency Agreement dated August 14, 2025, entered between our Company and the Monitoring
Agency.
7. Agreement among NSDL, our company and the registrar to the issue dated May 06, 2024.
8. Agreement among CDSL, our company and the registrar to the issue dated May 03, 2024.
MATERIAL DOCUMENTS FOR THE ISSUE
1. Certified true copy of Certificate of Incorporation, the Memorandum of Association and Articles of
Association of our Company, as amended.
2. Resolutions of the Board of Directors dated October 14, 2024 in relation to the Issue and other related
matters.
3. Shareholders’ resolution dated October 17, 2024 in relation to the Issue and other related matters.
4. Consents of Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
Auditors, the Book Running Lead Manager, Registrar to the Issue, Peer review Auditor, Legal Advisor and
Market Maker to act in their respective capacities.
5. Peer Review Auditors Report dated November 28, 2024 on Restated Standalone and Consolidated Financial
Statements of our Company for the period ended June 30, 2024 and the years ended March 31, 2024, 2023
and 2022.
6. Peer Review Auditors Report dated August 08, 2025 on Restated Standalone and Consolidated Financial
Statements of our Company for the years ended March 31, 2025, 2024 and 2023.
7. The Report dated November 28, 2024 from the Peer Reviewed Auditors of our Company, confirming the
Statement of Possible Tax Benefits available to our Company and its Shareholders as disclosed in this Draft
Red Herring Prospectus.
8. The Report dated August 11, 2025 from the Peer Reviewed Auditors of our Company, confirming the
Statement of Possible Tax Benefits available to our Company and its Shareholders as disclosed in this Red
Herring Prospectus.
9. The Report dated December 12, 2024 by Legal Advisor to the Company confirming status of Outstanding
Page 410 of 412Litigation and Material Development.
10. The Report dated August 14, 2025 by Legal Advisor to the Company confirming status of Outstanding
Litigation and Material Development.
11. Copy of approval from NSE Emerge vide letter dated June 17, 2025 to use the name of NSE in this offer
document for listing of Equity Shares on Emerge Platform of NSE.
12. Due diligence certificate submitted to SEBI dated December 14, 2024, from Book Running Lead Manager
to the Issue.
13. Due diligence certificate submitted to SEBI dated August 18, 2025, from Book Running Lead Manager to
the Issue.
14. Certificate issued by AHSG & Co. LLP, Chartered Accountants, for Key Performance Indicators dated
November 28, 2024.
15. Certificate issued by AHSG & Co. LLP, Chartered Accountants, for Key Performance Indicators dated
August 11, 2025.
16. Resolution passed by the Audit Committee dated November 28, 2024 for the Key Performance Indicator.
17. Resolution passed by the Audit Committee dated August 08, 2025 for the Key Performance Indicator.
18. Non-compete Agreement between our company and our group entities, namely, Anondita Healthcare and
Rubber Products India Limited, Anondita Healthcare Products Private Limited, Anondita Latex Products
(India) Private Limited, Anondita Healthcare Private Limited and M/s Anondita Healthcare (Partnership)
dated September 09, 2024.
19. Business Transfer Agreement between our company and our promoter Mr. Anupam Ghosh dated April 01,
2024.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so required
in the interest of our Company or if required by other parties, without reference to the shareholders subject to compliance
of the provisions contained in the Companies Act and other relevant statutes.
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SECTION XI - DECLARATION
Page 411 of 412We, hereby declare that, all the relevant provisions of the Companies Act, 2013 and the guidelines/regulations
issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board
of India, established under section 3 of the Securities Exchange Board of India Act, 1992, as the case may be,
have been complied with no statement made in the Prospectus is contrary to the provisions of Companies Act,
2013, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations/guidelines
issued, as the case may be. We further certify that all the statements made in this Prospectus are true and correct.
Signed by the Directors of our Company
S.N. Name Category Designation Signature
1. Mr. Anupam Ghosh Executive Managing Director Sd/-
2. Mr. Reshant Ghosh Executive Whole Time Director Sd/-
3. Mrs. Sonia Ghosh Executive Whole Time Director Sd/-
Non-
4. Mr. Lakhinder Singh Non-Executive Director Sd/-
Executive
Non-
5. Mr. Gaurav Kumar Independent Director Sd/-
Executive
6. Ms. Nishi Goel Non-Executive Independent Director Sd/-
Signed by the Chief Financial Officer and Company Secretary of our Company
7. Mrs. Sunita Naithani Full-time Chief Financial Officer Sd/-
Company Secretary and
8. Mrs. Nutan Agrawal Full-time Sd/-
Compliance Officer
Place: Delhi
Date: August 28, 2025
Page 412 of 412