ASSTON PHARMACEUTICALS LIMITED

Draft Red Herring Prospectus Dated: January 16, 2025 100% Book Building Offer Please read Section 26 and 32 of Companies Act, 2013 ASSTON PHARMACEUTICALS LIMITED ASSTON PHARMACEUTICALS LIMITED (Formerly known as Asston Pharmaceuticals Private Limited) CIN: U24304MH2019PLC324187 REGISTERED OFFICE CORPORATE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE OFFICE 4th Floor, Office No. A-431 Balaji Email: Bhavan, Plot No 42A Sector-11 Vandana Mishra, info@asstonpharmaceuticals.com CBD Belapur, Navi Mumbai, N.A. Company Secretary and www.asstonpharmaceuticals.com Tel. No.: +91 22 49731411/+91 Thane – 400 614, Maharashtra, Compliance Officer 2249731419 India. PROMOTERS OF OUR COMPANY ARE DR. ASHISH NARAYAN SAKALKAR, SAILI JAYARAM MORE AND SACHIN CHANDRAKANT BADAKH DETAILS OF ISSUE TO PUBLIC TYPE FRESH ISSUE SIZE OF TOTAL ISSUE SIZE ELIGIBILITY AND SHARE RESERVATION AMONG QIBs, OFFER FOR NIIs AND RIIs SALE Fresh Issue Up to 22,41,600 N.A. The Issue is being made in Terms of Regulation 229 (1) of the SEBI Up to 22,41,600 Equity Shares Equity Shares of ICDR Regulations. For details in relation to share reservation among of face value of ₹10/- face value of QIBs, Non-Institutional Bidders and Retail Individual Bidder, see aggregating up to [●] Lakhs ₹10/- “Issue Structure” beginning on page ISSUE STRUCTURE aggregating up to [●] Lakhs DETAILS OF , SELLING SHAREHOLDERS AND THEIR WEIGHTED AVERAGE COST OF ACQUISITION – NOTAPPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES 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 Equity Shares is ₹ 10/- each. The Floor Price, Cap Price and Issue Price (determined by our Company in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by way of Book Building Process as stated in “Basis for Issue Price” beginning on page 101 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 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 Bidders should not invest any funds in the issue unless they can afford to take the risk of losing their investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the issue. For taking an investment decision, Bidders must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 28 of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft 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 makes this Draft 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 issued through this Draft Red Herring Prospectus are proposed to be listed on the SME Platform BSE Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-Principle approval letter dated [●] from BSE Limited. BOOK RUNNING LEAD MANAGER TO THE ISSUE Name and Logo Contact Person Email & Telephone Telephone: +91 7836066001 Mr. Rishabh Singhvi/ Ms. Nisha E-mail: cs@sobhagyacap.com SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED REGISTRAR TO THE ISSUE Name and Logo Contact Person Email & Telephone Telephone: +91 11 45121795/96 /+91 22 488 08634 Mr. Mukul Agrawal E-mail: ipo@maashitla.com MAASHITLA SECURITIES PRIVATE LIMITED BID/ISSUE PROGRAMME ANCHOR INVESTOR BID/ ISSUE PERIOD: [●]* BID/ISSUE OPENS ON: [●]* BID/ ISSUE CLOSES ON: [●]** *Our Company in consultation with the BRLM may 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. **Our Company in consultation with the BRLM, consider closing the Bid/Issue Period for QIBS one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.Draft Red Herring Prospectus Dated: January 16, 2025 (This Draft Red Herring Prospectus will be updated upon filing with the ROC) 100% Book Built Issue ASSTON PHARMACEUTICALS LIMITED ASSTON PHARMACEUTICALS LIMITED (Formerly known as Asston Pharmaceuticals Private Limited) CIN: U24304MH2019PLC324187 Our Company was originally incorporated as “Asston Pharmaceuticals Private Limited”, a private limited company under Companies Act, 2013, pursuant to a certificate of incorporation dated April 16, 2019 issued by Registrar of Companies, Mumbai, Maharashtra. Thereafter, our Company was converted into a public limited company and the name of our Company was changed from “Asston Pharmaceuticals Private Limited” to “Asston Pharmaceuticals Limited” vide fresh certificate of incorporation dated August 29, 2024 issued by the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identification Number of our Company is U24304MH2019PLC324187. For further details, please refer to chapter titled “History and Certain Corporate Matters” beginning on page 182 of this Draft Red Herring Prospectus. Registered Office: 4th Floor, Office No A-431, Balaji Bhavan, Plot No 42A Sector-11, CBD Belapur, Navi Mumbai, Thane – 400 614, Maharashtra, India; Tel. No: +91 22 49731411/+91 2249731419; E-mail: info@asstonpharmaceuticals.com; Website: www.asstonpharmaceuticals.com; Contact Person: Vandana Mishra, Company Secretary & Compliance Officer; DETAILS OF THE ISSUE INITIAL PUBLIC ISSUE OF UP TO 22,41,600 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (THE “EQUITY SHARES”) OF ASSTON PHARMACEUTICALS LIMITED (“OUR COMPANY” OR “APL” OR “THE ISSUER”) AT AN ISSUE PRICE OF ₹[●] PER EQUITY SHARE FOR CASH, AGGREGATING UP TO ₹[●] LAKHS (“PUBLIC ISSUE”) OUT OF WHICH UPTO 1,12,800 EQUITY SHARES OF FACE VALUE OF ₹10 EACH, AT AN ISSUE PRICE OF ₹[●] PER EQUITY SHARE FOR CASH, AGGREGATING ₹[●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 21,28,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH, AT AN ISSUE PRICE OF ₹[●] PER EQUITY SHARE FOR CASH, AGGREGATING UPTO ₹[●] LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE [●]% AND [●]%, RESPECTIVELY OF THE POST- ISSUE PAID - UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED IN ALL EDITION OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITION OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND MARATHI EDITION OF [●], REGIONAL NEWSPAPER (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE SME PLATFORM OF BSE (“BSE SME”) FOR THE PURPOSES OF UPLOADING ON THEIR WEBSITE IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, for reasons to be recorded in writing extend the Bid/Issue Period for a minimum of one Working Day, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating the change on the website of the BRLM and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and Sponsor Bank. The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253 of the SEBI ICDR Regulations, as amended, wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), 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 the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance 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 only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, 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% 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% of the Net Issue shall be available for allocation on a proportionate basis to Non- Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank 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 Issue through the ASBA process. For details, see “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. RISK IN RELATION TO THE FIRST ISSUE The face value of the Equity Shares is ₹10 each. The Floor Price, Cap Price and Issue Price 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 by way of the Book Building Process, as stated under “Basis for Issue Price” beginning on page 115 should not be considered 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 nor 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 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 28 of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft 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 makes this Draft 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 issued through the Draft Red Herring Prospectus are proposed to be listed on the SME Platform BSE Limited. Our Company has received an ‘in principle’ approval letter dated [●] from BSE Limited for using its name in this offer document for listing our shares on the SME Platform BSE Limited. For the purpose of this Issue, the Designated Stock Exchange will be BSE Limited. BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED MAASHITLA SECURITIES PRIVATE LIMITED C-4 to C-11, Gate No-01, Hosiery Complex, Phase-II Extension, Noida-201305 451, Krishna Apra Business Square, Netaji Subhash Place, Tel. No.: +91 7836066001 Pitampura, Delhi- 110 034 Email: cs@sobhagyacap.com Tel. Number: +91 11 47581432 Investor Grievance Email: delhi@sobhagyacap.com Website: www.sobhagyacapital.com Email: ipo@maashitla.com Contact Person: Mr. Rishabh Singhvi/ Ms. Nisha Website: www.maashitla.com SEBI Registration No.: MB/INM000008571 Contact Person: Mr. Mukul Agrawal SEBI Reg. No.: INR000004370 CIN No:U67100DL2010PTC208725 ISSUE PROGRAMME ANCHOR INVESTOR BID/ISSUEPERIOD: [●] * BID/ISSUE OPENS ON: [●] * BID/ISSUE CLOSES ON: [●] ** *Our Company may in consultation with the BRLM may 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. **Our Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.(This page is intentionally left blank)TABLE OF CONTENTS SECTION I – GENERAL ......................................................................................................................................1 DEFINITIONS AND ABBREVIATIONS ...............................................................................................................1 PRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA ............................................................... 17 FORWARD LOOKING STATEMENTS .............................................................................................................. 19 SECTION II - SUMMARY OF ISSUE DOCUMENT ...................................................................................... 21 SECTION III – RISK FACTORS ......................................................................................................................... 28 THE ISSUE ............................................................................................................................................................ 62 SUMMARY OF FINANCIAL INFORMATION ...................................................................................................... 64 GENERAL INFORMATION ................................................................................................................................... 71 CAPITAL STRUCTURE ......................................................................................................................................... 82 SECTION V – PARTICULARS OF THE ISSUE ............................................................................................... 101 OBJECTS OF THE ISSUE .................................................................................................................................... 101 BASIS FOR ISSUE PRICE .................................................................................................................................... 115 STATEMENT OF POSSIBLE TAX BENEFITS .................................................................................................... 125 SECTION VI – ABOUT THE COMPANY ......................................................................................................... 130 INDUSTRY OVERVIEW ...................................................................................................................................... 130 OUR BUSINESS ................................................................................................................................................... 148 KEY INDUSTRY REGULATIONS....................................................................................................................... 175 HISTORY AND CORPORATE STRUCTURE ...................................................................................................... 182 OUR MANAGEMENT .......................................................................................................................................... 185 OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 200 DIVIDEND POLICY ............................................................................................................................................. 205 OUR GROUP COMPANY .................................................................................................................................... 206 SECTION VII – FINANCIAL INFORMATION ................................................................................................ 207 RESTATED FINANCIAL STATEMENTS ............................................................................................................ 207 STATEMENT OF FINANCIAL INDEBTEDNESS ............................................................................................... 209 CAPITALISATION STATEMENT ....................................................................................................................... 212 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...................................................................................................................................................... 213 SECTION VIII – LEGAL AND OTHER INFORMATION ............................................................................... 223 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPEMENT ............................................................. 223 GOVERNMENT AND OTHER APPROVALS ...................................................................................................... 226 OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................ 231 SECTION IX – ISSUE RELATED INFORMATION ......................................................................................... 241 TERMS OF THE ISSUE ........................................................................................................................................ 241 ISSUE STRUCTURE ............................................................................................................................................ 249 ISSUE PROCEDURE ........................................................................................................................................... 254 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .......................................................... 282 SECTION X: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ........................................................ 283 SECTION XI- OTHER INFORMATION ........................................................................................................... 289 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................................. 289 DECLARATION ................................................................................................................................................... 291 0 | Pa geSECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Draft Red Herring Prospectus, but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, the terms not defined but used in the chapters titled “Statement of Possible Tax Benefits”, “Restated Financial Statements”, “Outstanding Litigations and Material Developments”, “Key Industry Regulations” and section titled “Main Provisions of the Articles of Association” beginning on page 125, 207, 223, 175 and 283 respectively of this Draft Red Herring Prospectus, shall have the meanings ascribed to such terms in the respective sections. GENERAL TERMS Term Description APL/ Our Asston Pharmaceuticals Limited, A Public Limited Company, Registered Under the Company/ we/ us/ Companies Act, 2013 and having its Registered Office at 4th Floor, Office No A-431 our / the Company/ Balaji Bhavan, Plot No 42A, Sector-11, CBD Belapur, Navi Mumbai, Thane - 400 614, the Issuer Company/ Maharashtra, India. or the Issuer. We/ us/ our / Group Unless the context otherwise indicates or implies, refers to our Company. You/ your or yours Prospective Investors in this Issue. Our Promoters Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh. Promoter Group Companies, Individuals and entities (other than companies) as defined under Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled “Our Promoters and Promoter’s Group”. COMPANY RELATED TERMS Term Description Articles / Articles of The articles of association of our Company, as amended from time to time. Association / AOA Audit Committee The Audit Committee of our Company, constituted on October 01, 2024 date to being accordance with Section 177 of the Companies Act, 2013, For details refer section titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. Auditor of our The Statutory Auditors of our Company, being M/s. Doshi Doshi & Co, Chartered Company / Statutory Accountants holding a valid peer review certificate as mentioned in the section titled Auditor / Peer “General Information” beginning on page 71 of this Draft Red Herring Prospectus. Review Auditor Bankers to the Bank of Maharashtra and ICICI Bank Limited Company Board of Directors / The Board of Directors of Asston Pharmaceuticals Limited unless otherwise Board / BOD specified. Companies Act The Companies Act, 2013, as amended from time to time. CIN Corporate Identification Number of our Company i.e. U24304MH2019PLC324187. CMD Chairman and Managing Director. Chief Financial The Chief Financial Officer of our Company, being Deven Manohar Patil. Officer (CFO) Company Secretary The Company Secretary and Company Officer of our Company, Vandana Mishra. 1 | Pa geTerm Description and Company Officer Depositories Act The Depositories Act, 1996, as amended from time to time. DIN Directors Identification Number. Equity Shares Equity Shares of our Company of Face Value of ₹10/- each unless otherwise specified in the context thereof. Equity Shareholders Persons/ Entities holding Equity Shares of Our Company. ED Executive Director Group Company Group Company as defined under Regulation 2(1)(t) of the SEBI (ICDR) Regulations, 2018, “Group Company shall include such companies (other than our Promoters and Subsidiary) with which there were related party transactions as disclosed in the Restated Financial Statements as covered under the applicable accounting standards, and as disclosed in “Our Group Company” beginning on page 206 of this Draft Red Herring Prospectus. Independent Director A Non-Executive Independent Director as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Indian GAAP Generally Accepted Accounting Principles in India. ISIN INE0SJX01015 Key Managerial The officer vested with executive power and the officers at the level immediately Personnel / Key Below the Board of Directors as described in the section titled “Our Management” Managerial beginning on page 185 of this Draft Red Herring Prospectus. Employees Key Performance Key financial and operational performance indicators of our Company, as included Indicators” or in “Basis for Issue Price” beginning on page 115 of this Draft Red Herring “KPIs” Prospectus. Materiality Policy The policy adopted by our Board on December 25, 2024 for identification of Group Companies, material outstanding litigation and outstanding dues to material creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations. MD Managing Director. MOA / Memorandum of Association of our Company as amended from time to time. Memorandum / Memorandum of Association Non Residents A person resident outside India, as defined under FEMA. Nomination and The Nomination and Remuneration Committee, constituted on October 01, 2024 in Remuneration accordance with Section 178 of the Companies Act, 2013. For details refer section Committee titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. Non-Executive A Director not being an Executive Director or an Independent Director. Director NRIs / Non Resident A person resident outside India, as defined under FEMA and who is a citizen of India Indians or a Person of Indian Origin under Foreign Outside India Regulation, 2000. Peer Review Auditor having a valid Peer Review certificate in our case being M/s. Doshi & Doshi Auditors & Co., Chartered Accountants. Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. Promoters Shall mean promoters of our Company i.e., Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh. For further details, please refer to section titled “Our Promoters and Promoter Group” beginning on page 200 of this Draft Red Herring Prospectus. Promoter Group Includes such Persons and entities constituting our promoter group covered under Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as enlisted in the section titled “Our Promoters and Promoter Group” beginning on page 200 of this Draft Red Herring Prospectus. Registered Office The Registered office of our Company located at 4th Floor, Office No A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane – 400 614, 2 | Pa geTerm Description Maharashtra, India. Restated Financial The Restated Financial Statements of our Company, which comprises the Statements Standalone Restated Statement of Assets and Liabilities, the Restated Statement of Profit and Loss, the Restated Statement of Cash Flows, for the period ended November 30, 2024 and for the year ended on March 31, 2024, 2023 and 2022 and the Consolidated Restated Statement of Assets and Liabilities, the Restated Statement of Profit and Loss, the Restated Statement of Cash Flows for the period ended November 30, 2023 and the year ended March 31, 2024 along with the summary statement of significant accounting policies read together with the annexures and notes thereto prepared in terms of the requirements of Section 26 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. ROC/Registrar of Registrar of Companies, Mumbai. Companies Shareholders Shareholders of our Company. Stock Exchange Unless the context requires otherwise, refers to, BSE Limited. Subscriber to Initial Subscriber to MOA & AOA being Dr. Ashish Narayan Sakalkar and Saili MOA/Initial Jayaram More. Promoters The Stakeholders’& Relationship Committee, constituted on October 01, 2024 in accordance with Section 178 of the Companies Act, 2013. For details refer section titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. KEY PERFORMANCE INDICATORS Key Financial Explanations Performance Revenue from Revenue from Operations is used by the management to track the revenue profile of Operations the business and in turn helps to assess the overall financial performance of the Company and volume of the business. EBITDA 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. PAT Profit after tax provides information regarding the overall profitability of the business. PAT Margin PAT Margin (%) is an indicator of the overall profitability and financial performance of the business. Return on Equity Return on equity (ROE) is a measure of financial performance. Ratio Return on Capital Return on capital employed is a financial ratio that measures our company’s profitability Employed in terms of all of its capital. Net fixed asset Net fixed asset turnover ratio is indicator of the efficiency with which our company is turnover ratio able to leverage its assets to generate revenue from operations. Current Ratio The current ratio is a liquidity ratio that measures our company’s ability to pay short- term obligations or those due within one year. Net profit ratio Net Profit Margin (also known as “Profit Margin” or “Net Profit Margin Ratio”) is a financial ratio used to calculate the percentage of profit our company produces from its total revenue. ISSUE RELATED TERMS Term Description Applicant Any prospective investor who makes an application for Equity Shares in terms of this Draft Red Herring Prospectus. Abridged Abridged Prospectus means a memorandum containing such salient features of a Prospectus Prospectus as may be specified by SEBI in this behalf. Acknowledgement The slip or document issued by the Designated Intermediary to an Applicant as proof Slip of registration of the Application. Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company. 3 | Pa geTerm Description Application An application, whether physical or electronic, used by applicants to make an Supported by application authorizing a SCSB to block the application amount in the ASBA Account Blocked Amount / maintained with the SCSB. ASBA ASBA Account An account maintained with the SCSB and specified in the application form submitted by ASBA applicant for blocking the amount mentioned in the application form. Allotment Issue of the Equity Shares pursuant to the Issue to the successful applicants. Allottee The successful applicant to whom the Equity Shares are being / have been issued. 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 Red Herring Prospectus and who had Bid for an amount of at least ₹200 Lakhs. Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors in terms of Allocation Price the Red Herring Prospectus and the Prospectus, which will be decided by our Company in consultation with the Book Running Lead Manager during the Anchor Investor Bid/Issue Period. Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor Investor Application Form Portion and which will be considered as an application for Allotment in terms of the Red Herring Prospectus and the Prospectus. Anchor Investor The date one Working Day prior to the Bid/Issue Opening Date, on which Bids by Bid/Issue Period Anchor Investors shall be submitted, prior to and after which the Book Running Lead or Anchor Manager will not accept any Bids from Anchor Investors, and allocation to the Anchor Investor Bidding Investors shall be completed. Date Anchor Investor The final price at which the Equity Shares will be Allotted to the Anchor Investors in Issue Price terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be decided by our Company in consultation with the Book Running Lead Manager. Anchor Investor With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and Pay-in Date in the event the Anchor Investor Allocation Price is lower than the Issue Price, not later than two Working Days after the Bid/ Issue Closing Date. Anchor Investor Up to 60% of the QIB Portion which may be allocated by our Company, in Portion consultation with the Book Running Lead Manager, to the 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 accordance with the SEBI ICDR Regulations. Basis of Allotment The basis on which equity shares will be allotted to successful applicants under the Issue and which is described in the section “Issue Procedure - Basis of allotment” beginning on page 254 of this Draft Red Herring Prospectus. Bankers to the [●]. Issue, Sponsor and Refund Banker Bidding Centers Centers at which the Designated Intermediaries shall accept the Application Forms i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs. Bid An indication to make an Issue during the Bid/ Issue 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 submission of the Anchor Investor 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 and in terms of the Red Herring Prospectus and the relevant Bid cum Application Form. The term “Bidding” shall be construed accordingly. Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter. Bid/ Issue Closing Except in relation to any Bids received from the Anchor Investors, the date after which Date the Syndicate, the Designated Branches and the Registered Brokers shall not accept the Bids, which shall be notified in in all editions of the English national newspaper [●], all editions of Hindi national newspaper [●] and Mumbai edition of Regional newspaper [●] where the registered office of the company is situated, each with wide 4 | Pa geTerm Description circulation, and in case of any revision, the extended Bid/ Issue closing Date also to be notified on the website and terminals of the Syndicate, SCSB’s and Sponsor Bank, as required under the SEBI (ICDR) Regulations. Our Company, in consultation with BRLM, may, consider closing the Bid/Issue Period for QIBs One Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations. In case of any revision, the extended Bid/ Issue Closing Date shall be widely disseminated by notification to the Stock Exchanges, and also be notified on the websites of the BRLM and at the terminals of the Syndicate Members, if any and communicated to the Designated Intermediaries and the Sponsor Bank, which shall also be notified in an advertisement in same newspapers in which the Bid/ Issue Opening Date was published, as required under the SEBI ICDR Regulations. Bid/ Issue Except in relation to any Bids received from the Anchor Investors, the date on which Opening Date the Syndicate, the Designated Branches and the Registered Brokers shall start accepting Bids, which shall be notified in in all editions of the English national newspaper [●], all editions of Hindi national newspaper [●] and Mumbai edition of Regional newspaper [●] where the registered office of the company is situated, each with wide circulation, and in case of any revision, the extended Bid/ Issue Opening Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI (ICDR) Regulations. Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof in accordance with the SEBI ICDR, Regulations and the terms of the Red Herring Prospectus. Provided, however, that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors. Our Company, in consultation with the Book Running Lead Manager may consider closing the Bid/Issue Period for the QIB Portion One Working Day prior to the Bid/Issue Closing Date which shall also be notified in an advertisement in same newspapers in which the Bid/Issue Opening Date was published, in accordance with the SEBI ICDR Regulations. In cases of force majeure, banking strike or similar circumstances, our Company may, in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Bidder/ Investor Any prospective investor who makes a bid for Equity Shares in terms of this Draft Red Herring Prospectus. Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs. Bid Amount The amount at which the bidder makes a bid for the Equity Shares of our Company in terms of Draft Red Herring Prospectus. Bid cum The form in terms of which the bidder shall make a bid, including ASBA Form, and Application Form which shall be considered as the bid for the Allotment pursuant to the terms of this Draft Red Herring Prospectus. Book Building Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Process Regulations, in terms of which the Issue is being made. BRLM / Book Book Running Lead Manager to the Issue, in this case being Sobhagya Capital Options Running Lead Private Limited. Manager Bidding The process of making a Bid. Business Day Monday to Friday (except public holidays). Broker Centers Broker centers notified by the Stock Exchanges where investors can submit the Application Forms to a Registered Broker. The details of such Broker Centers, along with the names and contact details of the Registered Brokers are available on the websites of the Stock Exchange. BSE BSE Limited 5 | Pa geTerm Description BSE SME The BSE SME for listing of equity shares offered under Chapter IX of the SEBI Platform (ICDR) Regulations, 2018. CAN or The Note or advice or intimation sent to each successful Applicant indicating the Confirmation of Equity which will be allotted, after approval of Basis of Allotment by the designated Allocation Note Stock Exchange. Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Issue Price and the Anchor Investor Issue Price will not be finalised and above which no Bids will be accepted. Client Id Client Identification Number maintained with one of the Depositories in relation to demat account. Collecting A depository participant as defined under the Depositories Act, 1996, registered with Depository SEBI and who is eligible to procure Applications at the Designated CDP Locations in Participants or terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 CDPs issued by SEBI. Controlling Such branches of the SCSBs which coordinate with the BRLM, the Registrar to the Branches of the Issue and the Stock Exchange. SCSBs Cut-off Price The Issue Price, finalised by our Company in consultation with the Book Running Lead Managers, which shall be any price within the Price Band. Only Retail Individual Bidders Bidding in the Retail Portion are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price. Depository / A depository registered with SEBI under the SEBI (Depositories and Participants) Depositories Regulations, 2018. Designated Date The date on which amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account or the Refund Account, as appropriate, in terms of the Draft Red Herring Prospectus, after finalization of the Basis of Allotment in consultation with the Designated Stock Exchange, following which the Board of Directors may Allot Equity Shares to successful Bidders in the Offer. Designated SCSB Such branches of the SCSBs which shall collect the ASBA Application Form from the Branches ASBA Applicant and a list of which is available on the website of SEBI athttp://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognized-Intermediaries or at such other website as may be prescribed by SEBI from time to time. Designated CDP Such locations of the CDPs where Applicant can submit the Application Forms to Locations Collecting Depository Participants. The details of such Designated CDP 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.bseindia.com Designated RTA Such locations of the RTAs where Applicant can submit the Application Forms to Locations RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept Application Forms are available on the websites of the Stock Exchange i.e. www.bseindia.com Demographic The demographic details of the Applicants such as their Address, PAN, name of the Details applicant father / husband, investor status, occupation and Bank Account details. Designated The members of the Syndicate, sub-syndicate / agents, SCSBs, Registered Brokers, Intermediaries/ CDPs and RTAs, who are categorized to collect Application Forms from the Collecting Agent Applicant, in relation to the Issue. Depository A Depository Participant as defined under the Depositories Act, 1996. Participant DP ID Depository Participant’s Identity Number. Draft Red Herring This Draft Red Herring Prospectus dated January 16, 2025 issued in accordance with Prospectus or the SEBI ICDR Regulations, which does not contain complete particulars of the price DRHP at which the Equity Shares will be Allotted and the size of the Issue. Designated Stock BSE Limited (“BSE SME”). Exchange Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom the Draft Red Herring Prospectus 6 | Pa geTerm Description constitutes an invitation to subscribe to the Equity Shares Allotted herein. Equity Shares Equity Shares of our Company of face value ₹10.00 each. Electronic Transfer Refunds through ECS, NEFT, Direct Credit or RTGS as applicable. of Funds Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Prospectus constitutes an invitation to purchase the Equity Shares Issued thereby and who have opened demat accounts with SEBI registered qualified depositary participants. Escrow Account Accounts opened with the Banker to the Issue. FII / Foreign Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Institutional Regulations, 1995, as amended) registered with SEBI under applicable laws in India. Investors First Bidder/ Bidder(s) whose name shall be mentioned in the Bid cum Application Form or the Applicant/ Revision Form and in case of joint bids, whose name shall also appear as the first Bidders holder of the beneficiary account held in joint names. First/ Sole The Applicant whose name appears first in the Application Form or Revision Form. Applicant Fraudulent Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Borrower Regulations. Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value of Equity Shares, at or above which the Issue Price and the Anchor Investor Issue Price will be finalized and below which no Bids will be accepted. Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Offender Fugitive Economic Offenders Act, 2018. General Corporate Include such identified purposes for which no specific amount is allocated or any Purposes amount so specified towards general corporate purpose or any such purpose by whatever name called, in the offer document. Provided that any issue related expenses shall not be considered as a part of general corporate purpose merely because no specific amount has been allocated for such expenses in the offer document. General The General Information Document for investing in public issues prepared and issued in Information accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified Document (GID) by SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 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. GIR Number General Index Registry Number. Issue Opening The date on which the Issue opens for subscription. Date Issue Closing date The date on which the Issue closes for subscription. Issue Period The periods between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants may submit their application. IPO Initial Public Offering. Issue / Issue Size / Public issue of up to 22,41,600 Equity Shares of face value of ₹10/- each of our Public Issue Company for cash at a price of ₹[●] per Equity Share (including a share premium of ₹[●] per Equity Share) aggregating to ₹[●] Lakhs and 1,12,800 Equity Shares of face value ₹10 each for cash at a price of ₹[●] per Equity Share aggregating to ₹[●] Lakhs will be reserved for the subscription by the Market Maker. Issue Closing Date The date after which the Book Running Lead Manager, Syndicate Member, Designated Branches of SCSBs and Registered Brokers will not accept any Application for this Issue, which shall be notified in a English national newspaper, Hindi national newspaper and a regional newspaper each with wide circulation as required under the SEBI (ICDR) Regulations. In this case being [●]. Issue Opening The date on which the Book Running Lead Manager, Syndicate Member, Designated Date Branches of SCSBs and Registered Brokers shall start accepting Application for this Issue, which shall be the date notified in an English national newspaper, Hindi national newspaper and a regional newspaper each with wide circulation as required under the SEBI (ICDR) Regulations. In this case being [●]. Issue Price The price at which the Equity Shares are being issued by our Company through this Draft Red Herring Prospectus, being ₹[●] (including share premium of ₹[●] per Equity Share. 7 | Pa geTerm Description Issue Proceeds Proceeds to be raised by our Company through this Issue, for further details please refer chapter titled “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. Listing Unless the context specifies otherwise, this means the SME Equity Listing Regulation Agreement to be signed between our company and the SME Platform of BSE Limited (“BSE SME”) (“BSE”). Market Maker The Market Maker to the Issue, in this case being [●]. Market Making The Market Making Agreement dated [●] between our Company, Book Running Lead Agreement Manager and Market Maker. Market Maker The reserved portion of 1,12,800 Equity Shares of face value of ₹10 each at an Issue Reservation price of ₹[●] each aggregating to ₹[●] Lakhs to be subscribed by Market Maker in this Portion issue. Memorandum of The Memorandum of Understanding dated January 10, 2025 between our Company and Understanding / BRLM. MOU Mutual Fund 5% of the Net QIB Portion, or [●] Equity Shares, which shall be available for Portion allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Issue Price. Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time Net Issue The Issue (excluding the Market Maker Reservation Portion) of 21,28,000 Equity Shares of face value of ₹10 each at ₹[●] per Equity Share including share premium of ₹[●] per Equity Share aggregating to ₹[●] Lakhs by Asston Pharmaceuticals Limited. Net Proceeds The proceeds from the Issue less the Issue related expenses applicable to the Fresh Issue. Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor Investors. Non-Institutional Investors other than Retail Individual Investors, NRIs and QIBs who apply for the Equity Investors/ Shares of a value of more than ₹2,00,000/-. Applicant NPCI NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association (IBA). Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI. Non-Retail The remaining portion of the Net Offer, after retails portion, being not more than 50% Portion including of the Net issue which shall be available for allocation to NRIIs in accordance with Qualified the SEBI ICDR Regulations. Institution Buyers (NRII) Other Investor Investors other than Retail Individual Investors. These include individual applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of the number of specified securities applied for. Overseas Overseas Corporate Body means and includes an entity defined in clause (xi) of Corporate Body/ Regulation 2 of the Foreign Exchange Management (Withdrawal of General OCB Permission to Overseas Corporate Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the commencement of these Regulations and immediately prior to such commencement was eligible to undertake transactions pursuant to the general permission granted under the Regulations. OCBs are not allowed to invest in this Issue. Pay-in-Period The period commencing on the Bid/Issue Opening date and extended till the closure of the Anchor Investor Pay-in-Date. Payment through Payment through NECS, NEFT or Direct Credit, as applicable. electronic transfer of funds Person/Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. 8 | Pa geTerm Description Prospectus The Prospectus, to be filed with the ROC containing, inter alia, the Issue opening and closing dates and other information. Price Band The price band of a minimum price of ₹[●] per Equity Share (Floor Price) and the maximum price of ₹[●] per Equity Share (Cap Price) including any revisions thereof. The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the Book Running Lead Managers, and will be advertised, at least two Working Days prior to the Bid/ Issue Opening Date, in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and regional edition of [●], a Marathi newspaper, Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is located, each with wide circulation and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites Public Issue An Account of the Company under Section 40 of the Companies Act, 2013 where the Account funds shall be transferred by the SCSBs from bank accounts of the ASBA Investors Qualified The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI Institutional ICDR Regulations. Buyers / QIBs Red Herring The Red Herring Prospectus to be issued in accordance with Section 32 of the Prospectus / RHP Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the price at which the Equity Shares will be Issued and the size of the Issue, including any addenda or corrigenda thereto. Refund Account Account(s) opened / to be opened with a SEBI Registered Banker to the Issue from (s) which the refunds of the whole or part of the Application Amount, if any, shall be made. Registrar / Registrar to the Issue being Maashitla Securities Private Limited. Registrar to the Issue Registrar The agreement dated November 29, 2024 entered into between our Company, and the Agreement Registrar to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue. Reserved Categories of persons eligible for making application under reservation portion. Category/ Categories Regulations Unless the context specifies something else, this means the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Retail Individual Individual investors (including HUFs applying through their Karta and Eligible NRI Investors /(RII) Bidders) who applies or bids for the Equity Shares of a value of not more than ₹2,00,000/-. Registered Broker Individuals or companies registered with SEBI as “Trading Members” (except Syndicate/ Sub-Syndicate Members) who hold valid membership of either BSE or NSE having right to trade in stocks listed on Stock Exchanges ,through which investors can buy or sell securities listed on stock exchanges, a list of which is available on https://www.bseindia.com/static/markets/Derivatives/DeriReports/membership.aspx Retail Portion The portion of the Net Issue being not less than 50% of the Net Equity Shares which shall be available for allocation to RIIs in accordance with the SEBI ICDR Regulations. Revision Form The Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s). QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bid during the Issue Period or withdraw their Bids until Bid / Issue Closing Date. SEBI SCORES SEBI Complaints Redress System, a centralized web-based complaints redressal system launched by SEBI. SEBI Master The SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, Circular 2023. SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations Requirements) Regulations, 2015. 9 | Pa geTerm Description Self-Certified The banks registered with SEBI, offering services, (i) in relation to ASBA (other than Syndicate Bank(s) through UPI Mechanism), a list of which is available on the website of SEBI at / SCSB(s) www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or such other website as updated from time to time, and (ii) in relation to ASBA through the UPI Mechanism, a list of which is available on the website of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time. In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId =35 and updated from time to time. In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, UPI Bidders using the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId =40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId =43 respectively, as updated from time to time. SME Exchange/ SME Platform of the BSE i.e. BSE SME. BSE SME SME Platform of BSE for listing of equity shares offered under Chapter IX of the SEBI ICDR Regulations. Specified The Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders and Locations in case of RIBs only ASBA Forms with UPI. Sponsor Bank The Banker to the Issue registered with SEBI and appointed by our Company to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate collect requests and / or payment instructions of the Retail Individual Bidders into the UPI and carry out other responsibilities, in terms of the UPI Circulars. Securities laws Means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder and the general or special orders, guidelines or circulars made or issued by the Board thereunder and the provisions of the Companies Act, 2013 or any previous company law and any subordinate legislation framed thereunder, which are administered by the Board. Sub Syndicate A SEBI Registered member of BSE appointed by the BRLM and/ or syndicate member Member to act as a Sub Syndicate Member in the Issue. Syndicate Includes the BRLM, Syndicate Members and Sub Syndicate Members. Syndicate The agreement dated [●] entered into amongst our Company, the BRLM and the Agreement Syndicate Members, in relation to the collection of Bids in this Issue. Syndicate ASBA Bidding Centers where an ASBA Bidder can submit their Bid in terms of SEBI Bidding Circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011, namely Mumbai, Chennai, Locations Kolkata, Delhi. Syndicate Intermediaries registered with SEBI eligible to act as a syndicate member and who is Members/ permitted to carry on the activity as an underwriter, in this case being [●]. Members of the Syndicate Systemically Systemically important non-banking financial company as defined under Regulation Important Non- 2(1)(iii) of the SEBI ICDR Regulations. Banking Financial Company Transaction The slip or document issued by a member of the Syndicate or an SCSB (only on Registration Slip/ demand), as the case may be, to the applicants, as proof of registration of the TRS Application. Underwriter The BRLM who has underwritten this Issue pursuant to the provisions of the SEBI (ICDR) Regulations and the Securities and Exchange Board of India (Underwriters) Regulations, 1993, as amended from time to time. i.e. [●]. 10 | Pa geTerm Description Underwriting The Agreement entered into between the Underwriter and our Company dated [●]. Agreement Unified Payments Unified payment Interface, which is an instant payment mechanism, developed by Interface (UPI) NPCI. UPI Bidders Collectively, individual investors applying as Retail Individual Bidders in the Retail Portion, and individuals applying as Non-Institutional Bidders with a Bid Amount of up to ₹500,000 in the Non-Institutional Portion. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual investors applying in public issues where the application amount is up to ₹500,000 shall use the UPI Mechanism and shall provide their UPI ID in the Bid cum Application Form submitted with: (i) a Syndicate Member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity). UPI Circular The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or notifications issued by SEBI in this regard and any subsequent circulars or notifications issued by SEBI in this regard. UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI. UPI Mandate A request (intimating the Retail Individual Bidder by way of a notification on the Request Mobile App and by way of a SMS directing the Retail Individual Bidder to such Mobile App) to the Retail Individual Bidder initiated by the Sponsor Bank to authorize blocking of funds on the Mobile App equivalent to Bid Amount and Subsequent debit of funds in case of Allotment. UPI Mechanism The bidding mechanism that may be used by a RII to make a Bid in the Issue in accordance with the UPI Circulars. UPI PIN Password to authenticate UPI transactions. U.S. Securities U.S. Securities Act of 1933, as amended. Act Venture Capital Foreign Venture Capital Funds (as defined under the Securities and Exchange Board Fund of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in India. Willful Defaulter As defined under Regulation 2(1)(lll) of SEBI (ICDR) Regulations, 2018 which means or Fraudulent a person or an issuer who or which is categorized as a willful defaulter by any bank or Borrower financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India. Working Days In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulation, working day means all days on which commercial banks in the city as specified in the Draft Red Herring Prospectus are open for business: 1. However, in respect of announcement of price band and Issue Period, working day shall mean all days, excluding Saturday, Sundays and Public holidays, on which commercial banks in the city as notified in this Draft Red Herring Prospectus are open for business. In respect to the time period between the Issue closing date and the listing of the specified securities on the stock exchange, working day shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holiday in accordance with circular issued by SEBI. 11 | Pa geTECHNICAL AND INDUSTRY RELATED TERMS Term Description ABDM Ayushman Bharat Digital Mission AIDS Acquired Immune Deficiency Syndrome AHU Air Handling Unit BRC/ e-BRC Bank Realization Certificate/ electronic- Bank Realization Certificate CAGR Compound Annual Growth Rate CDSCO Central Drugs Standard Control Organization CIN Cost, Insurance and Freight CTN Cargo Tracking Note cUTI Complicated urinary tract infections DGFT Directorate General of Foreign Trade ETP Effluent Treatment Plant EWB Electronic Weighing Balance FCM Ferric carboxymaltose FDA Food & Drug Administration FOB Freight on Board/ Free on Board FSSAI Food Safety and Standards Authority of India FPIs Foreign Portfolio Investors GMP Good Manufacturing Practices GST Goods and Services Tax GoI Government of India HFIs High-Frequency Indicators HSN Harmonized System of Nomenclature IES Interest Equalisation Scheme IPC Indian Pharmacopoeia Commission LVP Large Volume Parenteral MIDC Maharashtra Industrial Development Corporation NABL National Accreditation Board for Testing and Calibration Laboratories NTTB New to the Basket NQA National Quality Assurance PLI Production Linked Incentive Scheme PTL Public testing Laboratory QMS Quality Management System RoDTEP Remission of Duties and Taxes on Exported Products SVP Small Volume Parenteral USFDA US Food and Drug Administration WHO World Health Organization Term Description ABDM Ayushman Bharat Digital Mission AIDS Acquired Immune Deficiency Syndrome CAGR Compounded Annual Growth Rate CDSCO Central Drugs Standard Control Organization cUTI Complicated urinary tract infections FCM Ferric carboxymaltose FPIs Foreign Portfolio Investors GMP Good Manufacturing Practices GST Goods and Services Tax HFIs High-Frequency Indicators IPC Indian Pharmacopoeia Commission PLI Production Linked Incentive Scheme 12 | Pa geTerm Description USFDA US Food and Drug Administration WHO World Health Organization CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS Term Description A/c Account. Act or Companies Companies Act, 2013, as amended from time to time. Act AGM Annual General Meeting. AIF Alternative Investment Fund AO Assessing Officer. ASBA Application Supported by Blocked Amount. AS Accounting Standards issued by the Institute of Chartered Accountants of India. AY Assessment Year. BG Bank Guarantee. CAGR Compounded Annual Growth Rate. CAN Confirmation Allocation Note. CDSL Central Depository Services (India) Limited. CRR Cash Reserve Ratio. CIN Corporate Identity Number. CIT Commissioner of Income Tax. Depositories NSDL and CDSL. Depositories Act The Depositories Act, 1996 as amended from time to time. Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended from time to time. DIN Director’s identification number. DP/ Depository A Depository Participant as defined under the Depository Participant Act, 1996. Participant DP ID Depository Participant’s Identification. DPIIT Department for Promotion of Industry and Internal Trade EBIDTA Earnings Before Interest, Depreciation, Tax and Amortization. ECS Electronic Clearing System. EGM Extra-ordinary General Meeting. EPS Earnings Per Share i.e. profit after tax for a fiscal year divided by the weighted average outstanding number of equity shares at the end of that fiscal year. Financial Year / The period of twelve months ended March 31 of that particular year. Fiscal Year / FY FCNR Foreign Currency Non-Resident Accounts FDI Foreign Direct Investment. FDR Fixed Deposit Receipt FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder and as amended from time to time. FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended. FII Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India. FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended. FIs Financial Institutions. FIPB Foreign Investment Promotion Board. FPI Foreign Portfolio Investment FVCI Foreign Venture Capital Investor registered under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time. GAAP Generally Accepted Accounting Principles GDP Gross Domestic Product. GIR Number General Index Registry Number. 13 | Pa geTerm Description Gov/ Government of India. Government/GoI HUF Hindu Undivided Family. IFRS International Financial Reporting Standard. ICSI Institute of Company Secretaries of India. ICAI Institute of Chartered Accountants of India. Indian GAAP Generally Accepted Accounting Principles in India. IRDAI Insurance Regulatory and Development Authority of India IST Indian Standard Time I.T. Act Income Tax Act, 1961, as amended from time to time. ITAT Income Tax Appellate Tribunal. INR/ Rs./ Rupees / ₹ Indian Rupees, the legal currency of the Republic of India. Ltd. Limited. Pvt. Ltd. Private Limited. MCA Ministry of Corporate Affairs. Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 as amended. MOF Ministry of Finance, Government of India. MOU Memorandum of Understanding. NA Not Applicable. NAV Net Asset Value. NEFT National Electronic Fund Transfer. NOC No Objection Certificate. NR/ Non-Residents Non-Resident. NRE Account Non-Resident External Account. NRI Non-Resident Indian, is a person resident outside India, as defined under FEMA and the FEMA Regulations. NRO Account Non-Resident Ordinary Account. NSDL National Securities Depository Limited. NTA Net Tangible Assets. p.a. Per annum. P/E Ratio Price/ Earnings Ratio. PAN Permanent Account Number allotted under the Income Tax Act, 1961, as amended from time to time. PAT Profit After Tax. PBT Profit Before Tax. PIO Person of Indian Origin. PLR Prime Lending Rate. R & D Research and Development. RBI Reserve Bank of India. RBI Act Reserve Bank of India Act, 1934, as amended from time to time. RoNW Return on Net Worth. RTGS Real Time Gross Settlement. SAT Security appellate Tribunal. SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time. SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time. SCSBs Self-Certified Syndicate Banks. SEBI The 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 Insider SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to Trading Regulations time, including instructions and clarifications issued by SEBI from time to time. SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Regulations / ICDR Requirements) Regulations, 2018, as amended from time to time. Regulations / SEBI ICDR / ICDR SEBI LODR Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations/ SEBI Requirements) Regulations, 2015, as amended from time to time. LODR / LODR SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and 14 | Pa geTerm Description Regulations Takeovers) Regulations, 2011, as amended from time to time. SEBI Rules and SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as Regulations amended, the SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other relevant rules, regulations, guidelines, which SEBI may issue from time to time, including instructions and clarifications issued by it from time to time. Sec. Section. Securities Act The U.S. Securities Act of 1933, as amended. S&P BSE SENSEX S&P Bombay Stock Exchange Sensitive Index. SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time. SME Small and Medium Enterprises. Stamp Act The Indian Stamp Act, 1899, as amended from time to time. State Government The Government of a State of India. Stock Exchanges Unless the context requires otherwise, refers to, the BSE SME STT Securities Transaction Tax. TDS Tax Deducted at Source. TIN Tax payer Identification Number. TRS Transaction Registration Slip. UIN Unique Identification Number. U.S. GAAP Generally accepted accounting principles in the United States of America. VCFs Venture capital funds as defined in, and registered with SEBI under, the erstwhile Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended, which have been repealed by the SEBI AIF Regulations. In terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 till the existing fund or scheme managed by the fund is wound up, and such VCF shall not launch any new scheme or increase the targeted corpus of a scheme. Such VCF may seek re-registration under the SEBI AIF Regulations. The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as assigned to such terms under the Companies Act, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, the Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association of Our Company”, “Statement of Possible Tax Benefits”, “Industry Overview”, “Regulations and Policies”, “Restated Financial Statements”, “Outstanding Litigations and Material Developments” and “Issue Procedure”, will have the meaning ascribed to such terms in these respective sections. 15 | Pa ge[THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 16 | Pa gePRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA CERTAIN CONVENTIONS All references in this Draft Red Herring Prospectus to ‘India’ are to the Republic of India and its territories and possessions and all references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or the ‘State Government’ are to the GoI, central or state, as applicable. Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time (“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this Draft Red Herring Prospectus. In this Draft Red Herring Prospectus, our Company has presented numerical information in “lakhs” units. One lakh represents 1,00,000. FINANCIAL DATA Unless stated otherwise, the financial data in the Draft Red Herring Prospectus is derived from our restated audited financial statements for the November 30, 2024 and financial year ended on March 31, 2024; March 31, 2023 and March 31, 2022 prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP which are included in the Draft Red Herring Prospectus, and set out in the section titled “Restated Financial Statements” beginning on page 207 of the Draft Red Herring Prospectus. Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a particular Financial Years are to the twelve-month period ended March 31 of that year. In the Draft Red Herring Prospectus, discrepancies in any table, graphs or charts between the total and the sums of the amounts listed are due to rounding-off. There are significant differences between Indian GAAP, IFRS and U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included herein, and the investors should consult their own advisors regarding such differences and their impact on the financial data. Accordingly, the degree to which the restated financial statements included in the Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in the Draft Red Herring Prospectus should accordingly be limited. Any percentage amounts, as set forth in the sections / chapters titled “Risk Factors”, “Business Overview” and “Management’s Discussion And Analysis Of Financial Position And Results Of Operations” beginning on page 28, 148 and 213 respectively of this Draft Red Herring Prospectus and elsewhere in the Draft Red Herring Prospectus, unless otherwise indicated, have been calculated on the basis of our restated financial statements prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP. CURRENCY AND UNITS OF PRESENTATION All references to “Rupees”, “Rs.” or “₹” are to Indian Rupees, the official currency of the Republic of India. All references to “US$” or “US Dollars” or “USD” are to United States Dollars, the official currency of the United States of America, EUR or "€" are Euro currency. All references to the word “Lakh” or “Lac”, means “One hundred thousand” and the word “Million” means “Ten Lakhs” and the word “Crore” means “Ten Million” and the word “Billion” means “One thousand Million”. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures derived from our Restated Financial Statements in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. This Draft Red Herring Prospectus may contain conversions of certain US Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. 17 | Pa geINDUSTRY AND MARKET DATA Unless stated otherwise, industry data used throughout the Draft Red Herring 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 Draft Red Herring Prospectus is reliable, it has not been independently verified. Further, the extent to which the industry and market data presented in the Draft Red Herring 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. EXCHANGE RATES This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Rupees that have been presented solely to comply with the requirements of SEBI ICDR Regulations. Such conversion should not be considered as a representation that such currency amounts have been, could have been or can be converted into Rupees at any particular rate or at all. The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee and other foreign currencies: Currency Exchange Rate Exchange Rate Exchange Rate Exchange Rate as on November as on March 31, as on March 31, as on March 31, 30, 2024 2024 2023 2022 1 USD 84.50 83.37 82.22 75.81 1 Euro 89.36 90.22 89.61 84.66 Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous Working Day has been disclosed. The reference rates are rounded off to two decimal places. Source: www.fbil.org.in DEFINITIONS For definitions, please refer the chapter titled “Definitions and Abbreviations” beginning on page 1 of this Draft Red Herring Prospectus. In the section titled “Main Provisions of the Articles of Association” beginning on page 283 of this Draft Red Herring Prospectus, defined terms have the meaning given to such terms in the Articles of Association. 18 | Pa geFORWARD LOOKING STATEMENTS All statements contained in the Draft Red Herring 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 Draft Red Herring Prospectus regarding matters that are not historical facts. These forward- looking statements and any other projections contained in the Draft Red Herring 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. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include but are not limited to:  Our Company operates in pharmaceutical sector, which is extensively regulated, any failure on our part to comply with the existing and future statutory and/or regulatory requirements in the pharmaceutical sector could adversely affect our business, results of operations and financial condition;  We operate our own manufacturing facility for pharmaceutical products; however for certain products other than tablets, we rely on third-party manufacturers to procure the pharmaceutical products;  We depend on the success of our relationships with our customers. We derive a significant part of our revenue from our major customers and we do not have long-term contracts with these customers. If one or more of such customers choose not to source their requirements from us, our business, financial condition and results of operations may be adversely affected.  The loss of contract manufacturing tie-ups and the low entry barrier for contract manufacturing can affect production, order intake, revenue, cash flow, and profitability. The absence of exclusive agreements increases the risk of delays or disruptions in order execution, further impacting business operations;  We have substantial working capital expenditure and may require additional financing to meet those requirements and have risk of receivables, which could have an adverse effect on our results of operations and financial condition;  The property used by the Company for the purpose of its Registered Office and factory is not owned by us. Any termination of the relevant lease agreement in connection with such property or our failure to renew the same could adversely affect our operations;  Our success largely depends upon the knowledge and experience of our Promoters, Directors, our Key Managerial Personnel and Senior Management as well as our ability to attract and retain personnel with technical expertise. Any loss of our Promoter, Directors, Key Managerial Personnel, Senior Management or our ability to attract and retain them and other personnel with technical expertise could adversely affect our business, financial condition and results of operations;  If we are not able to attract and retain sufficient qualified and trained personnel at our Company which may adversely affect our business. For further discussion of factors that could cause the actual results to differ from the expectations, see the sections/chapters “Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” beginning on page 28, 148 and 213 respectively of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. Forward looking statements reflect the current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. These statements are based on the management’s beliefs and assumptions, which in turn are based on currently available information. Although our Company believes the assumptions upon which these forward looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward looking statements based on these assumptions could be incorrect. None of our Company, the Directors, the BRLM, or any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting 19 | Pa gecircumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. Our Company and the Directors will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchange. In accordance with the SEBI ICDR Regulations, our Company, will ensure that the Bidders in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchange for the Equity Shares pursuant to the Issue. 20 | Pa geSECTION II - SUMMARY OF ISSUE DOCUMENT The following is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is neither exhaustive, nor purports to contain a summary of all the disclosures in this Draft Red Herring Prospectus or the Red Herring Prospectus or the Prospectus, when filed, or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus, including “Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Industry Overview”, “Business Overview”, “Our Promoters and Promoter Group”, “Restated Financial Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Outstanding Litigation and Material Developments”, “Issue Procedure” and “Main Provisions of The Articles Of Association” beginning on pages 28, 62, 82, 101, 130, 148, 200, 207, 213, 223, 254 and 283 respectively of this DRHP. SUMMARY OF OUR BUSINESS Our Company is engaged in the manufacturing and export of both pharmaceutical formulations and nutraceutical products in domestic and various African and Asian markets. Presently our Company is involved in the business of manufacturing and marketing of Tablets, Capsules, Oral Liquid, External Preparations (Ointment, Cream, Gel and Lotion), and Oral Powder (Sachet, Dry Syrup) etc. Apart from manufacturing products for direct sales, our Company also manufactures various pharmaceutical products for different marketers on loan license or contract manufacturing basis. As on the date of this Draft Red Herring Prospectus, we cater to multiple corporate clients on loan licence and/or contract manufacturing basis. Our Company basically gives contract for manufacturing the products to WHO-GMP certified contract manufacturers and FDA-accredited laboratories, ensuring adherence to industry standards from production to export. From manufacturing to exports and distributions, our Company takes responsibility and oversees each phase of the supply chain. For more details, please refer chapter titled “Business Overview” beginning on page 148 of this Draft Red Herring Prospectus. SUMMARY OF OUR INDUSTRY Indian pharmaceutical industry has a strong presence at the global level. “Pharmacy of the world” as it is often called offers around 60,000 generic brands across 60 therapeutic categories, accounting for 20 per cent of global generic drug exports by volume. Not surprisingly, eight of the top 20 global generic companies are based in India. Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. Transformed over the years as a vibrant sector, presently Indian Pharma ranks third in pharmaceutical production by volume. The Pharmaceutical industry in India is the third largest in the world in terms of volume and 14th largest in terms of value. The Pharma sector currently contributes to around 1.72% of the country’s GDP. For more details, please refer chapter titled “Industry Overview” beginning on page 130 of this Draft Red Herring Prospectus. OUR PROMOTERS The Promoters of our Company are Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh. SIZE OF ISSUE The following table summarizes the details of the Issue. For further details, see “The Issue” and “Issue Structure” beginning on page 62 and 249 respectively. Issue of Equity Shares Up to 22,41,600 Equity shares of ₹10/- each for cash at a price of ₹[●] per Equity share (including a premium of [●] per Equity Share) aggregating to ₹[●] Lakhs. Out Of which: (i) Fresh Issue (1) Up to 22,41,600 Equity Shares aggregating up to ₹ [●] Lakhs. Of which: Market Maker Reservation Up to 1,12,800 Equity shares of ₹10/- each for cash at a price of ₹ [●] per Equity Portion shares aggregating to ₹ [●] Lakhs. Net Issue Up to 21,28,000 Equity shares of ₹10/- each for cash at a price of ₹ [●] per Equity shares aggregating to ₹ [●] Lakhs. 21 | Pa ge(1) The Issue including the Fresh Issue only and has been authorized by our Board pursuant to resolutions passed at its meetings held on December 10, 2024 and by our Shareholders pursuant to a special resolution passed at their meetings held on January 06, 2025. The Issue and Net Issue shall constitute [●] % and [●] % 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: (₹ in Lakhs) Sr. No Particulars Amount 1. Funding capital expenditure requirements towards acquiring machinery in 600.00 the manufacturing unit 2. Funding the incremental working capital requirements of our Company. 1,300.00 3 Repayment and/or prepayment, in part or full, of certain of our outstanding 100.00 borrowings availed by our Company 4. General Corporate Purposes# [●] Total* [●] *To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC # the amount to be utilised for general corporate purposes will not exceed 25% of the Gross Proceeds. For further details, please refer to chapter titled “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. PRE-ISSUE SHAREHOLDING OF OUR PROMOTERS, PROMOTER GROUP AS A PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE COMPANY Set forth is the Pre-Issue and Post- Issue shareholding of Our Promoters, Promoter group as a percentage of the paid- up share capital of the Company: Pre-Issue Post-Issue No. of Shares % of Pre- No. of % of Post- Category of Promoters Issue Capital Shares Issue Capital Promoters Dr. Ashish Narayan Sakalkar 18,52,856 29.54% [●] [●] Saili Jayaram More 18,52,856 29.54% [●] [●] Sachin Chandrakant Badakh 6,25,968 9.98% [●] [●] Promoter Group Nil NA NA NA [●] Total 43,31,680 69.07% [●] [●] SUMMARY OF RESTATED FINANCIAL STATEMENTS The summary details of Restated Financial Statements are as follows: (₹ in lakhs) Particulars As on For the year ended March 31 November 30, 2024 2023 2022 2024 Share Capital 627.14 78.39 70.00 70.00 Net worth# 976.74 639.25 198.59 92.93 Total Revenue$ 2,225.98 1,584.09 719.19 1,055.46 Profit After Tax (PAT) 337.49 136.03 105.66 11.06 Earnings per share (Basic) (In ₹)@ 43.05 18.92 15.09 93.00 Earnings per share (Diluted) (In ₹)@ 5.38 2.37 1.89 11.62 22 | Pa geParticulars As on For the year ended March 31 November 30, 2024 2023 2022 2024 Net Asset Value per Equity Share 124.60 81.55 28.37 13.28 before Considering Bonus Issue (₹)* Net Asset Value per Equity Share after 15.57 10.19 3.55 1.66 considering Bonus Issue (₹)* Total borrowings^ 697.11 681.99 524.51 330.96 #Net Worth = Restated Equity Share Capital plus Restated Reserves & Surplus. $Total Revenue = Restated Revenue from operations plus Restated Other Income. @Earnings per share (Basic & Diluted) = Restated profit after tax for the period divided by Restated weighted average number of Equity Shares outstanding during the period. *Net Asset Value per Equity Share = Restated Net worth divided by Restated weighted average number of Equity Shares outstanding during the period. ^Total Borrowings = Restated Long-Term Borrowings Plus Restated Short-Term Borrowings. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/year adjusted by the number of equity shares issued during period/year 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 period/year. Note: Our Company has issued Bonus equity shares in the ratio of 1: 7 as on October 01, 2024. QUALIFICATIONS OF AUDITORS There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required to be given in the Restated Financial Statements. SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS A summary of pending legal proceedings and other material litigations involving our Company, our Promoters, our Directors and our Group Company as on the date of this Draft Red Herring Prospectus is provided below: Name of Criminal Tax Statutory Disciplinar Material Aggregate Entity Proceedings Proceedings or y actions by Civil amount Regulator the SEBI or Litigations involved y Stock (₹ in lakhs) Proceedin Exchanges gs against our Promoters Company By the NA NA NA NA 1 Unascertained Company Against the NA NA NA NA NA NA Company Directors By our NA NA NA NA NA NA Directors Against the NA NA NA NA NA NA Directors Promoters* By NA NA NA NA NA NA Promoters Against NA NA NA NA NA NA Promoters Subsidiary 23 | Pa geName of Criminal Tax Statutory Disciplinar Material Aggregate Entity Proceedings Proceedings or y actions by Civil amount Regulator the SEBI or Litigations involved y Stock (₹ in lakhs) Proceedin Exchanges gs against our Promoters By NA NA NA NA NA NA Subsidiary Against NA NA NA NA NA NA Subsidiary Group Company By Group NA NA NA NA NA NA Company Against NA NA NA NA NA NA Group Company Brief details of top 5 Criminal Case against our Promoters: Sr. No. Particulars Litigation filed by Current status Amount involved 1. NIL NIL NIL NIL For further details, please refer chapter titled “Outstanding Litigations and Material Developments” beginning on page 223 of this Draft Red Herring Prospectus. RISK FACTOR For details relating to risk factors, please refer section titled “Risk Factors” beginning on page 28 of this Draft Red Herring Prospectus. SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY As per Restated Financial Statements for the period ended November 30, 2024 and for the financial years ended on March 31, 2024, March 31, 2023 and March 31, 2022, no contingent liability exists. For details, please refer to Section titled “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus. SUMMARY OF RELATED PARTY TRANSACTIONS ANNEXURE - Y: Restated Statement of Related Party Disclosures As required under Accounting Standard 18 “Related Party Disclosures” as notified pursuant to Company (Accounting Standard) Rules 2006, following are details of transactions during the year with related parties of the company as defined in AS 18. Restated Financial Statements A. List of Related Parties where Control exists and Relationships Name of Party Nature of Relation Ashish Narayan Sakalkar Director and CEO Saili Jayaram More Director Sachin Badakh Director 24 | Pa geName of Party Nature of Relation Asston International Director is a partner in firm Vishakha Sakalkar Relative of Director Raj More Relative of Director Ferron Lifecare Private Limited Companies under same management B. Transaction with Related Parties (₹ in lakhs) Amount Amount Amount Amount Amount Amount of of of Amount Amount of of of Transacti Nature T ransacti Transacti of of Name of Transacti Transacti Transacti on Nature of of on on Transacti Transacti Party on on debited on credited Relation Transactidebited in credited on on debited credited in 2022- credited in 2021- on 01-04-24 in 01-04- debited in in 2021- in 2023- 23 in 2022- 22 to 30-11- 24 to 30- 2023-24 22 24 23 24 11-24 Ashish Director Director Narayan Remunerat 20.00 - 30.03 - 18.03 - 18.03 - and CEO Sakalkar ion Saili Director Jayaram Director Remunerat 20.00 - 30.03 - 18.03 - 18.03 - More ion Director Asston Loan is a Internatio Given / - - - 119.47 - 119.47 - partner in nal (payable) firm Relative Vishakha of Salary - - 6.00 - 6.00 - 6.00 - Sakalkar Director Relative Raj More of Salary - - - - 6.00 - 6.00 - Director Factory 6.67 - - - - - - - expense Sachin Director Badakh Salary 8.00 - - - - - - - Companies Ferron under Lifecare Processing same 128.84 - 70.20 - 38.00 - 81.81 - Private charges manageme Limited nt 25 | Pa geOutstanding Balance with Related Parties (₹ in lakhs) Amount Amount Amount Amount Name of Nature of Nature of outstanding outstanding outstanding outstanding Party Relation Transaction as on as on as on as on 30.11.2024 31.03.2024 31.03.2023 31.03.2022 Ashish Narayan Director and Director 2.50 53.65 9.42 0.50 Sakalkar CEO Remuneration Saili Jayaram Director Director 10.03 34.08 0.68 0.53 More Remuneration Asston Director is a Loan Given / - - - 119.47 - 119.47 International partner in firm (payable) Relative of Vishakha Sakalkar Salary - 0.50 0.50 2.49 Director Relative of Raj More Salary - - 0.50 2.49 Director Factory expense - - - - Sachin Badakh Director Salary 4.00 - - - Companies Ferron Lifecare Processing under same 33.28 3.31 68.74 - 58.11 Private Limited charges management For details, please refer to chapter titled “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus. FINANCING ARRANGEMENTS There have been no financing arrangements whereby our Promoter, 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 Draft Red Herring Prospectus. WEIGHTED AVERAGE PRICE OF EQUITY SHARES ACQUIRED BY OUR PROMOTERS The weighted average cost of acquisition of Equity Shares by our Promoters in the last one year preceding the date of this Draft Red Herring Prospectus set forth in the table below: Sr. Name of Promoters No. of Shares acquired in last one Weighted Average Cost of No. year Acquisition (in ₹) * 1. Dr. Ashish Narayan Sakalkar 16,21,249 NIL 2. Saili Jayaram More 16,21,249 NIL 3. Sachin Chandrakant Badakh 5,47,722 NIL 26 | Pa geThe weighted average cost of acquisition of Equity Shares by our Promoter have been calculated by taking into account the amount paid by him to acquire and Shares allotted to him divided by number of shares acquired in last One (1) year. *As certified by M/s Doshi Doshi & Co., Chartered Accountants vide the certificate dated December 27, 2024. AVERAGE COST OF ACQUISITION OF PROMOTERS The average cost of acquisition of Equity Shares by our Promoters is set forth in the table below: Sr. Name of Promoters No. of Equity Shares held Average Cost of Acquisition No. (in ₹) * 1. Dr. Ashish Narayan Sakalkar 18,52,856 NIL 2. Saili Jayaram More 18,52,856 NIL 3. Sachin Chandrakant Badakh 6,25,968 7.50 The average cost of acquisition of Equity Shares by our Promoter have been calculated by taking into account the amount paid by them to acquire and Shares allotted to them as reduced by amount received on sell of shares i.e., net of sale consideration is divided by net quantity of shares acquired. * As certified by M/s Doshi Doshi & Co., Chartered Accountants vide the certificate dated December 27, 2024. DETAILS OF PRE-IPO PLACEMENT Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Draft Red Herring Prospectus till the listing of the Equity Shares ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR Except as set out below, we have not issued any Equity Shares for consideration other than cash in the last one year Date of No. of Equity Face Value (₹) Issue Price Nature of Nature of Allotment Shares (₹) Consideration Allotment October 01, Bonus issue 54,87,440 10/- Nil Other than Cash 2024 1:7 SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR Our company has not undertaken a split or consolidation of the Equity Shares in the one (1) year preceding the date of this Prospectus. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI Our Company has not applied for or received any exemption from complying with any provisions of securities laws by SEBI. 27 | Pa geSECTION III – RISK FACTORS An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a better understanding, you should read this section together with “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 148 and 213 respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. The risks and uncertainties described in this section are not the only risks that we may face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations, financial condition and prospects. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our cash flows, business, financial condition and results of operations could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risks where the impact is not quantifiable and hence the same has not been disclosed in such risk factors. Investment 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. Before making an investment decision, investors must rely on their own examination of the Issue and us. This Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential effects of which are not quantifiable and therefore no quantification has been provided with respect to such risk factors. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Issue, including the merits and the risks involved. You should not invest in this Issue unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares. In this Draft Red Herring Prospectus, any discrepancies in any table between total and the sums of the amount listed are due to rounding off. Any percentage amounts, as set forth in “Risk Factors” beginning on page 28 and “Management Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 213 respectively of this Draft Red Herring Prospectus unless otherwise indicated, has been calculated on the basis of the amount disclosed in the “Financial Information of the Company” prepared in accordance with the Accounting Standards (AS). MATERIALITY The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality:  Some events may not be material individually but may be found material collectively.  Some events may have material impact qualitatively instead of quantitatively.  Some events may not be material at present but may be having material impact in the future. INTERNAL RISK FACTORS: 1. Our Company operates in pharmaceutical sector, which is extensively regulated, any failure on our part to comply with the existing and future statutory and/or regulatory requirements in the pharmaceutical sector could adversely affect our business, results of operations and financial condition. We are subject to various laws and governmental regulations in India and other jurisdictions concerning our manufacturing operations, safety, health, environmental protection, and labor. Our compliance obligations include key environmental laws such as the Environment Protection Act, 1986 and its associated rules, the Air (Prevention and Control of Pollution) Act, 1981, the Water (Prevention and Control of Pollution) Act, 1974, the Hazardous and Other Wastes (Management, Handling, and Transboundary Movement) Rules, 2016, and the Bio- 28 | Pa geMedical Waste Management Rules, 2016. For further details on the applicable laws and regulations, refer to the section "Key Industry Regulations and Policies" on page 175. We are continuing to be subject to extensive and increasingly strict laws and regulations, such as The Drugs and Cosmetics Act, 1940, and The Drugs and Cosmetics Rules, 1945. Failure to comply with these regulations may result in legal proceedings, third-party claims, or regulatory fines, adversely affecting our business, operations, and financial condition. While we have no such instances in the past, where any of the statutory authority has either temporarily or permanently suspended any registration/ license of any business operations. Amendments to these statutes may impose additional requirements, potentially forcing us to discontinue products, incur damages, pay fines or penalties, or face other liabilities and related litigation, all of which could negatively impact our business, prospects, financial condition, and operational results. These regulations impose controls on various aspects of our operations, including air and water discharges, noise levels, storage, handling, and employee exposure to hazardous substances. For instance, the release of chemicals, dust, or other pollutants into the environment exceeding permitted levels may expose us to liabilities toward government authorities and third parties and may necessitate remediation costs. We are required to obtain and maintain statutory and regulatory permits, licenses, and approvals under central, state, and local government rules to carry out our manufacturing operations. For more information on regulatory requirements and material approvals, see "Key Industry Regulations and Policies" and "Government and Other Approvals" on pages 175 and 226, respectively. Additionally, our manufacturing unit may be subject to audits and approvals from international regulatory authorities. The manufacturing, storage and distribution of our products must comply with numerous quality, health, and safety regulations. Any amendments to environmental or pollution control laws may require us to invest in environmental monitoring systems, pollution control equipment, or emissions management, among other compliance measures. Moreover, many of the permits and licenses we hold are granted for limited durations and require periodic renewal. Non-renewal or delays in obtaining these permits and licenses could adversely impact our operations, materially affecting our business, results of operations, and financial condition. Further pursuant to change of name of the Company upon conversion from Private Limited to Public Limited, we further need to get our licenses updated. Also, we have applied for approvals which are necessary for the furtherance of our objects. Failure by our Company to renew, alter, maintain or obtain the required permits, licenses or approvals, or cancellation, suspension or revocation of any of the permits, licenses or approvals which may result in the interruption of our Company's operations and may have a material adverse effect on the business. While we have no such instances in the past, where any of the statutory authority has either temporarily or permanently suspended any registration/ license of any business operations. We shall attempt to comply in spirit and in law with all the applicable laws. Our Company requires several statutory and regulatory permits, licenses and approvals to operate the business. Many of these approvals are granted for fixed periods of time and need renewal from time to time. Our Company is required to renew such permits, licenses and approvals. There can be no assurance that the relevant authorities will issue any of such permits or approvals in time or at all. Further, these permits, licenses and approvals are subject to several conditions, and our Company cannot assure that it shall be able to continuously meet such conditions or be able to prove compliance with such conditions to statutory authorities, and this may lead to cancellation, revocation or suspension of relevant permits/ licenses/ approvals. Further pursuant to change of name of the Company upon conversion from Private Limited to Public Limited, we further need to get our licenses updated. Also, we have applied for approvals which are necessary for furtherance of our objects. Failure by our Company to renew, alter, maintain or obtain the required permits, licenses or approvals, or cancellation, suspension or revocation of any of the permits, licenses or approvals which may result in the interruption of our Company's operations and may have a material adverse effect on the business. We shall attempt to comply in spirit and in law with all the applicable laws. There can be no assurance that the relevant authorities will grant such permits or approvals within the anticipated timeframe or at all. Further, some permits, licenses, and approvals are subject to specific conditions, and we cannot guarantee continuous compliance or that such compliance will be deemed satisfactory by the regulatory authorities. Any failure to obtain, maintain, or renew these permits, licenses, or approvals in a timely manner, or at all, could materially and adversely affect our business, results of operations, cash flows, and financial condition. 29 | Pa ge2. We operate our own manufacturing facility for pharmaceutical products; however for certain products other than tablets, we rely on third-party manufacturers to procure the pharmaceutical products. We have our own manufacturing unit at Ambarnath, Thane, Maharashtra and also, we operate as a pharmaceutical marketing and distribution enterprise, offering a diverse range of formulation products under our proprietary brand names. To enhance our manufacturing capacity, we have made arrangements of contract manufacturing with 4 contract manufacturers where some of our approved formulations are manufactured through contract manufacturers, as we rely on third-party manufacturers for the production of our products manufactured and we are also in talks with a Gujarat based contract manufacturer to increase our strength of contract manufacturer to 5 and kind of de-risking the manufacturing capacity. We have been engaged in long- term agreements with these manufacturers; instead, orders are placed on a purchase-order basis as per their respective agreements. On average, our contract manufacturers require a lead time of approximately 60 days from the date of our purchase order to complete the manufacturing process. Some of our approved formulations are manufactured through contract manufacturers. We conduct thorough due diligence on our contract manufacturers before placing orders. As of November 30, 2024, 2024 and March 31, 2024, we procured products from 3 and 15 contract manufacturers respectively. While we have not never experienced any shortages in supply or quality issues from our contract manufacturers in the past three five financial years, any decline in the quality or delays in the delivery of products could adversely affect our operations. Additionally, there is no assurance of a continuous supply from these third-party manufacturers, nor do we have exclusivity over their services. As a result, competition for their services could arise. Any disruption or any preferential treatment given to our competitors by these manufacturers may negatively impact our financial performance and future growth prospects. 3. We depend on the success of our relationships with our customers. We derive a significant part of our revenue from our major customers and we do not have long-term contracts with these customers other than contracts with 2 customers for one year. If one or more of such customers choose not to source their requirements from us, our business, financial condition and results of operations may be adversely affected. Our top ten customers have contributed 97.45%, 100% and 100% of our revenues for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively based on Restated Financial Statements. However, our top customers may vary from period to period depending on the demand and thus the composition and revenue generated from these customers might change as we continue to add new customers in the normal course of business. Details of our top customers are as follows: The percentage of income derived from our top customers for the period ended November 30, 2024 and fiscal year ended 2024, 2023 and 2022 is given below: (₹ in lakhs) For the year ending March 31, Sr. November 30, 2024 2024 2023 2022 Particulars No. Reven Revenue % (1) % (1) Revenue % (1) Revenue % (1) ue Top 1 1. 508.63 24.59 453.62 29.03 258.51 39.54 242.01 25.21 Customer Top 5 2. 1,489.51 72.02 1,212.27 77.57 653.91 100 913.21 95.14 customers Top 10 3. 1952.21 94.39 1,522.95 97.45 653.91 100 959.85 100 customers (1) Percentage (%) is calculated as a percentage of Total Sales. In addition, we have not entered into any long-term agreements with our customers and the success of our business is accordingly significantly dependent on maintaining good relationships with them. The loss of one or more of these customers or a reduction in the amount of business we obtain from them could have an adverse effect on our business, results of operations, financial condition, and cash flows. 30 | Pa geFurther, there is no guarantee that we will retain the business of our existing key customers or maintain the current level of business with each of these customers. In order to retain some of our existing customers, we may also be required to offer terms to such customers which may place restraints on our resources. Additionally, our revenues may be adversely affected if there is an adverse change in any of our customer's supply chain strategies or a reduction in their outsourcing of products we offer, or if our customers -decide to choose our competitors over us or if there is a significant reduction in the volume of our business with such customers. We cannot assure you that we will be able to maintain historical levels of business and/or negotiate and execute long-term contracts on terms that are commercially viable with our significant customers or that we will be able to significantly reduce customer concentration in the future. Further, the sales volume may vary due to our customers' attempts to manage their inventory, market demand, product and supply pricing trends, change in customer preferences etc., which may result in decrease in demand or lack of commercial success of our products, which could reduce our sales and adversely affect our business, cash flows and financial conditions. In addition, we are exposed to payment delays and/or defaults by our major customers and our financial position and financial performance are dependent on the creditworthiness of our customers. There is no guarantee that all or any of our customers will honour their outstanding amounts in time and that they will be able to fulfil their obligations, due to any financial difficulties, cash flow difficulties, deterioration in their business performance, or a downturn in the global economy. If such events or circumstances occur with all or any of our major customers, our financial performance and our operating cash flows may be adversely affected. 4. The loss of contract manufacturing tie-ups and the low entry barrier for contract manufacturing can affect production, order intake, revenue, cash flow, and profitability. The absence of exclusive agreements increases the risk of delays or disruptions in order execution, further impacting business operations. The entry barrier for contract manufacturing and subsequent export is typically low, as no special certifications are required to engage contract manufacturers. Responsibilities such as raw material procurement, implementation, adherence to norms and standards, and compliance with FDA and FSSAI audits lie with the contract manufacturers and their facilities. Currently, we have tie-ups with five contract manufacturers who produce medicines primarily for export. Their unit-wise revenue contribution to our overall revenue is significant, as shown in the table above. Any disruption in these tie-ups due to regulatory issues, financial instability, or preference given to competitors could adversely impact our production capabilities, order intake, revenues, cash flows, and profitability. Additionally, the lack of exclusive agreements with these manufacturers may result in delays in executing orders. If such tie-ups are lost, there is no assurance that new agreements can be established on favorable terms. To mitigate these risks, our Company is prioritizing the establishment of additional tie-ups with contract manufacturers. This strategy reduces dependency on existing manufacturers, provides a buffer against potential disruptions, and strengthens our position in price negotiations. Presently we have tie-ups with 5 (five) contract manufacturers. These are basically contract manufacturers to produce medicines for us to export. Hence any loss in such tie-ups can cause loss to our capabilities to contract produce for our client and can possibly curtail the order intake. Or any contract manufacturer suspended due to regulatory issues or gone bust or possibly giving preference to our competitors can cause significant loss to our revenues and can hurt cash flows and profitability. Also, since we do not have any exclusive agreement with such contract manufacturers, we may face delay in getting the orders executed. Also in case of loss of such tie- ups, we cannot assure that we may be able to have new tie-ups with another manufacturer with favorable terms and conditions. As a matter to de-risk form such event, our Company is prioritizing to improve tie-ups with more contract manufacturers. Since we do not enter long term contracts or do not have any exclusive manufacturing agreements with them, having multiple tie-ups as a strategy augurs well for us. Firstly, it shall shield us in case of loss of any existing tie-ups and secondly it can also give us an upper hand in price negotiation. 31 | Pa ge5. We have substantial working capital expenditure and may require additional financing to meet those requirements and have risk of receivables, which could have an adverse effect on our results of operations and financial condition. Our business is working capital intensive as we require significant capital to operate and expand our Manufacturing Facilities. Our historical working capital expenditure has been and is expected to be primarily used towards the working capital requirements. Historically, we have funded our working capital expenditure requirements through a combination of equity or internal accruals and loans. The actual amount and timing of our future working capital requirements may differ from estimates as a result of, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, delay in obtaining regulatory approvals, economic conditions, engineering design changes, weather related delays, technological changes and additional market developments and new opportunities in the automotive components industry. Our sources of additional financing required to meet our working capital expenditure plans may include the incurrence of debt or the issue of equity or debt securities or a combination of both. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows and we may be subject to additional covenants, which could limit our ability to access cash flows from operations. Any issuance of equity, on the other hand, would result in a dilution of your shareholding. We place order with our contract manufacturers or manufacture products in our facility itself, once we receive the purchase order from our clients. After the execution of the order, goods are shipped to the clients through port. Right from execution of the order to shipping of order and reception of goods to their designated clients at designated location, it typically takes 90 days. Our capital is blocked for 90 days for the entire billed value. Hence we have a huge working capital cycle requirement and higher the order value, higher is the working capital requirement. We are sometimes constrained to take new order or higher value order because of working capital requirement. However, with matured relationship over the years we shall negotiate future contract with advance payments from client and milestone based contracts. Our books always have outstanding receivables because our working capital cycle typically spans 115 days, and clients make payments only after receiving the products. This creates a constant risk of unpaid receivables. If a client defaults or goes bankrupt, it could severely impact our cash flow and operations, potentially forcing us to raise funds to sustain the business. There is no guarantee that we will be able to secure sufficient funding or obtain it at favorable terms, which could significantly affect our profitability. Additionally, delays in receiving payments could extend our working capital cycle and negatively impact our bottom line. When we ship products to clients, we provide the CTN number to the governing bodies in the clients' countries, typically their pharmacy boards. Any delays, breaches of agreements, or non-payment by clients could lead to action from these pharmacy boards, including blacklisting the companies for non-payment. This practice ensures that we have never faced any NPAs on our receivables to date. Additionally, we maintain regular follow-ups and meetings with our clients to ensure timely payments. 6. The property used by the Company for the purpose of its Registered Office and factory is not owned by us. Any termination of the relevant lease agreement in connection with such property or our failure to renew the same could adversely affect our operations. Our registered office is at Belapur from where we perform and direct all the functions pertaining to business i.e. purchase order, execution, regulatory liaise, export, receivables, etc Also all accounting and compliance related work and officials sit at this location. We have entered into a 55 months’ lease ending in October 2028. Also our factory at Ambarnath MIDC is on lease with tenure expiring in April 2029. In the event of abrupt termination/ non-renewal of said rent agreements, we may be required to vacate such premises which may cause disruption in our corporate affairs and business and impede our effective operations and thus can adversely affect our business, financial condition and result of operations. 32 | Pa geThere can be no assurance that we will, in the future, be able to renew the agreements for the existing locations on same or similar terms or will be able to find alternate locations for the offices on similar terms favorable to us, or at all. We may also fail to negotiate the renewal of our rent agreements for our premises, either on commercially acceptable terms or at all, which could result in increased rental rates for subsequent renewals or searching of new premises, affecting our financial condition and operations. However, we confirm that there were no past instances where our company has suffered due to termination/ non-renewal of any rent agreements. We are actively in touch with our licensor and confident of increasing the tenure of the premises at the expiry of the lease period. 7. Our success largely depends upon the knowledge and experience of our Promoters, Directors, our Key Managerial Personnel and Senior Management as well as our ability to attract and retain personnel with technical expertise. Any loss of our Promoter, Directors, Key Managerial Personnel, Senior Management or our ability to attract and retain them and other personnel with technical expertise could adversely affect our business, financial condition and results of operations. Our Promoters bring huge expertise and know-how of the business. They give strategic direction to the company from execution, to entering new product categories and entering new geographies, achieving cost efficiencies, acquisition, etc. This experience is invaluable and irreplaceable. Losing them pose a significant risk to our company. Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key Managerial Personnel and Senior Management as well as our ability to attract and retain skilled personnel. Any loss of our Promoters, Directors, Key Managerial Personnel and Senior Management or our ability to attract and retain them and other skilled personnel could adversely affect our business, financial condition and results of operations. We depend on the management skills and guidance of our Promoter for development of business strategies, monitoring their successful implementation and meeting future challenges. Further, we also significantly depend on the expertise, experience and continued efforts of our Key Managerial Personnel and Senior Management. Our future performance will depend largely on our ability to retain the continued service of our management team. If one or more of our Key Managerial Personnel or Senior Management are unable or unwilling to continue in his or her present position, it could be difficult for us to find a suitable or timely replacement and our business, financial condition and results of operations could be adversely affected. In addition, we may require a long period of time to hire and train replacement personnel when personnel with technical expertise terminate their employment with us. We may also be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting and retaining personnel with technical expertise that our business requires. The loss of the services of such persons could have an adverse effect on our business, results of operations, cash flows and financial condition. There is a significant competition for management and other skilled personnel in our industry in which we operate, and it may be difficult to attract and retain the personnel we require in the future. There can be no assurance that our competitors will not offer better compensation packages, incentives and other perquisites to such skilled personnel. If we are not able to attract and retain talented employees as required for conducting our business, or if we experience high attrition levels which are largely out of our control, or if we are unable to motivate and retain existing employees, our business, financial condition and results of operations may be adversely affected. For further information, see “Our Management” on page 185 of this Draft Red Herring Prospectus 8. If we are not able to attract and retain sufficient qualified and trained personnel at our Company which may adversely affect our business. In the Pharmaceutical sector, the ability to attract and retain highly qualified and trained personnel is critical to the success of a company. This industry requires a workforce with specialized skills in formulations, API knowledge, FDA regulations and compliances, etc. Failure to secure a sufficient number of skilled professionals can have a detrimental impact on the company's ability to execute projects efficiently and meet client expectations, ultimately affecting business growth and profitability. The Pharmaceutical business depends heavily on a skilled and stable workforce to ensure efficient project execution and client satisfaction. Failure to attract and retain the necessary talent can lead to operational inefficiencies, delays, increased costs, and damage to the company’s reputation, all of which could adversely 33 | Pa geimpact our business. Developing strategies to recruit and retain top-tier talent is essential for maintaining competitiveness and driving growth in this industry. 9. We have been recently converted into public limited company and any non-compliance with the provisions of Companies Act, 2013 may attract penalties against our Company which could impact our financial and operational performance and reputation. Our Company was converted into Limited Company in recent past and consequently the name of our Company was changed to “Asston Pharmaceuticals Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies, Mumbai, Maharashtra dated August 29, 2024. However, consequent to the aforesaid conversion, our Company is required to observe compliance with various provisions pertaining to public limited companies of the Companies Act. Our Company is required to make filings under various rules and regulations applicable under the Companies Act, 2013. A few ROC forms have not been filed within the stipulated time period at some instances. Following is the list of Forms filed with ROC for which the company has paid late filing fees/Penalties. Sr. Particulars Form(s) Due Date of Actual Date of Total No. of Delay No. Filing filing causing (in days) delay 1 Filing of resignation ADT 3 within 30 days of 11-06-2024 37 of the previous auditor the resignation (2024-25) 2 Conversion of private INC-27 within 15 days of 08-08-2024 37 limited company into passing the special limited resolution 3 Filing of board MGT 14 within 30 days of 07-10-2024 13 resolution for issuance passing the special of bonus resolution 4 MGT 14 for CFO MGT 14 within 30 days of 11-12-2024 70 APPOINTMENT passing the board resolution 5 Form of filing AOC 4 With in 30 Days 28-11-2024 30 Financial statement from the date of for the FY 2023-24 Annual General meeting 6 Filing of Annual MGT 7 With in 60 days 10-12-2024 11 Return for the F.Y from the date of 2023-24 Annual General meeting 7 Filing of PAS 6 With in 60 days 03-12-2024 5 Reconciliation of from the end of the Share Capital Audit half year Report (Half-yearly) for the period ended on 30.09.2024 8 Filing of resolution to MGT 14 Within 30 days of 17-01-2024 11 issue equity share of passing of the company on a resolution preferential basis 9 Form for filing AOC 4 With in 30 Days 09-11-2023 11 financial statement for from the date of the F.Y 2022-23 Annual General meeting 34 | Pa geSr. Particulars Form(s) Due Date of Actual Date of Total No. of Delay No. Filing filing causing (in days) delay 10 Form for filing AOC 4 With in 30 Days 31-10-2022 2 financial statement for from the date of the F.Y 2021-22 Annual General meeting 11 Modification of CHG 1 WITHIN 30 21-07-2022 2 charge of loan from DAYS Bank of Maharashtra 12 Creation of charge of CHG 4 Within 30 days 22-10-2022 55 loan from Bank of Maharashtra 13 Satisfaction of charges CHG 4 Within 30 days 16-11-2022 2 (for loan from AU Small Finance Bank Limited) Further, our Company is going to the public for further requirement of funds and needs to comply with provisions of SEBI ICDR Regulations and SEBI (LODR) Regulations. Though our Company will take due care to comply with the provisions of the Companies Act and other applicable laws and regulations. In case of our inability to timely comply with the requirements or in case of any delay, we may be subject to penal action from the concerned authorities which may have an adverse effect on our financial and operational performance and reputation 10. All our manufacturing facilities are situated at Ambernath, Thane, Maharashtra resulting in concentration in a single region. Any interruption for a significant period of time, in these facilities may in turn adversely affect our business, financial condition and results of operations. Our Registered office and factory and all the existing contract manufacturers facility are based in Maharashtra. Thereby resulting in concentration in a single region, posing a concentration risk. The occurrence of any significant localized social unrest, natural disaster, delay in production at, or shutdown of, or any interruption, including political instability, workforce productivity issues, regulatory compliance challenges, production cost difficulties, or quality assurance concerns, along with unforeseeable events such as natural disasters or pandemics like COVID-19 in or around Maharashtra, or any delay or disruption in production at our manufacturing units could significantly impact our business and financial condition. The concentration in Maharashtra heightens our exposure to adverse developments related to competition, as well as economic, political, demographic and other changes in the state of Maharashtra, which may have a material adverse effect on our business, financial condition and results of. Any localized social unrest, natural disaster or breakdown of services or any other natural disaster in and around Maharashtra or any disruption in production at, or shutdown of, our manufacturing facilities could have material adverse effect on our business and financial condition. Sr. Name of the Type Tenure and Expiry Location No Facility Date 1 Registered Office Leased 55 Months and 31st Office No. A-431, Balaji October 2028 Bhavan, Plot No 42A, Sector-11, CBD Belapur, Navi Mumbai, Thane, Maharashtra, 400 614 2 Manufacturing Leased 5 years and 31st March K-50, additional MIDC, Facility 2029 Ambernath 35 | Pa geAs depicted in the table above, we have our registered office and lone company owned manufacturing facility at Belapur and Ambarnath. Both these locations are in Maharashtra. Also all the contract manufacturing facilities are in the state of Maharashtra. Any materially adverse social, political or economic development, natural calamities, civil disruptions, or changes in the policies of the state government or state or local governments in this region could adversely affect manufacturing operations, and require a modification of our business strategy, or require us to incur significant capital expenditure or suspend our operations. Our business is dependent upon our ability to manage our manufacturing activities, which are subject to various operating risks, including political instability, productivity of our workforce, compliance with regulatory requirements, difficulties with production costs, product quality and those beyond our control, such as the breakdown and failure of equipment or industrial accidents, disruption in electrical power or water resources, severe weather conditions, natural disasters and an outbreak of any pandemic. Any significant malfunction or breakdown of our machinery may entail significant repair and maintenance costs and cause delays in our operations. Moreover, some of our products are permitted to be manufactured only at such facility which has received specific approvals, and any shutdown of such facility will result in us being unable to manufacture a product for the duration of such shutdown. Our inability to effectively respond to any shutdown or slowdown and rectify any disruption, in a timely manner and at an acceptable cost, could lead to delays in the entire production cycle and an inability to comply with our customers’ requirements and lead to loss of revenue to us and our customers. Although we have not experienced any strikes or labor unrest in the past three years, we cannot assure you that we will not experience disruptions in work in the future due to disputes or other problems with our work force. Any labor unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in our operations, which in turn could adversely affect our business, results of operations, financial condition and cash flows 11. Our Company may incur penalties or liabilities for non-compliance with certain provisions of the GST Act, Income Tax and other applicable laws in previous years. Our Company has incurred penalties or liabilities for non-compliance with certain provisions including lapsed/ made delay in certain filings and/or erroneous filing/ non-filing of e-forms under applicable acts to it in the past years including EPF, ESIC and GST. Such non-compliances/delay Compliances/ erroneous filing/ Non-Filing/ Non-Registration may incur penalties or liabilities which may affect the results of operations and financial conditions of the company in near future. The details of late filings in past years are given below: GST: Financial Return Return Delayed Number of Due Date Filing Date Year Month Type Days 2021-22 May GSTR1 12.06.2021 23.06.2021 11 2021-22 June GSTR1 12.07.2021 16.07.2021 4 2021-22 September GSTR1 12.10.2021 14.10.2021 2 2021-22 December GSTR1 12.01.2022 15.01.2022 3 2021-22 April GSTR3B 20.05.2021 04.06.2021 15 2021-22 May GSTR3B 20.06.2021 08.07.2021 18 2021-22 June GSTR3B 20.07.2021 21.07.2021 1 ESIC: Financial Return Return Delayed Number of Due Date Filing Date Year Month Type Days Company has obtained ESIC in FY 2024-25 EPF: 36 | Pa geFinancial Return Return Delayed Number of Due Date Filing Date Year Month Type Days Company has obtained EPF in FY 2024-25 Also, our Company has delayed in depositing TDS in a few occasions and Income tax payment for FY 2023-24 is yet to be paid. Further, we confirm that as on the date of this Draft Red Herring Prospectus all the dues have been paid by our company and aside from the late filing penalty, there are no additional risks associated with delayed filings. The company is committed to implementing measures to ensure timely submissions in the future. 12. Intense competition from the other contract manufacturers/ manufacturers in the generic and nutraceuticals space Our majority of revenue is derived from the generic and nutraceuticals segments. We work with a single contract manufacturer, based in Jalgaon, Maharashtra, that produces antibiotics for us. However, the revenue generated from antibiotics is a smaller portion of our overall revenue when compared to the combined revenue from generics and nutraceuticals. Generic and nutraceutical medicines typically have lower entry barriers in terms of regulatory requirements and costs, making these sectors highly competitive. As a result, our company may face pricing pressures that could impact our margins, profitability, and overall growth potential. To address these challenges, our Company is implementing a three-pronged strategy. First, we aim to expand our customer base in the African region. Second, we plan to broaden our product offerings. Third, we are focused on expanding into new geographies, including Asia, and targeting more stable, high-margin markets such as North America and Europe in the future. In line with this strategy, our company has already registered in Cambodia and plans to register in Laos and Vietnam in the near future. Additionally, we are exploring more stable African markets like Zambia and Nigeria. 13. We are highly dependent on our suppliers for uninterrupted supply of raw-materials. We have not entered into any long-term supply agreement for the major raw materials required for manufacturing of our products. Also volatility in the prices and non-availability of these raw materials may have an adverse impact in our business prospects, results of operations and financial condition. Our Company is engaged in the business of manufacturing pharmaceutical products. Therefore, we are highly dependent on API, which is the primary component of our manufacturing process. Thus, if we experience significant increase in demand, or need to replace an existing supplier, we cannot assure you that we will be able to meet such demand or find suitable substitutes, in a timely manner and at reasonable costs, or at all. Further, in view of the various travel restrictions has been imposed in various countries, we may not be able to procure adequate amount of raw materials for our manufacturing unit. The pharmaceutical products qualify as essential commodities, therefore generally their demand has not been deterred by the ongoing pandemic and the nationwide lockdown imposed by various governments. In view of the above, we will have to source adequate raw materials for our manufacturing unit to cater to the consistent demand of our pharmaceutical customers. Furthermore, the demand of pharmaceutical products is seeing an increasing demand due to the health crisis caused due to the pandemic, accordingly the demand of our products is also likely to rise. In the event, due to logistical glitches and restrictions on crossing state and country borders imposed by various governments, we are not able to procure the required amount of raw materials, we might not be able to efficiently satisfy the demand of our customers. Even if we are able to procure the required amount of raw materials in the backdrop of the global pandemic, we cannot assure you that we will be able to do in a cost effective manner, which may impact our pricing and profitability. We are highly dependent on the prime raw material for our products. We procure our supply of raw materials from various vendors from local market. We have not entered into any long-term supply agreement for supply of major raw materials. The details of raw material consumption from our top 1, 3, 5 and 10 suppliers for stub period and for preceding 3 financial years is mentioned as follows: 37 | Pa ge(₹ in lakhs) Period ended For Financial Year November 30, March 2024 March 2023 March 2022 2024 Particulars Amount *% Amount *% Amount *% Amount *% Our Largest 185.80 24.73 100.65 12.13 58.34 15.76 240.45 40.39 Supplier Our top three 305.80 40.61 259.83 31.31 153.80 41.54 330.67 55.55 Supplier Our top five 375.45 49.98 321.09 38.70 204.83 55.34 380.61 63.94 Suppliers Our top ten 477.40 63.55 437.31 52.70 274.80 74.22 468.85 78.76 Suppliers Our Company procures raw materials on an order basis from a list of registered suppliers, as per our internal demand projections. We do not have long-term contracts with these suppliers, and raw material prices are typically based on quotes from various sources. Since our suppliers are not contractually obligated to supply exclusively to us, they may choose to sell to our competitors. This exposes us to risks such as non-availability, insufficient supply, or substandard quality of raw materials, which could adversely affect our manufacturing processes, operations, and financial performance. Any discontinuation of production by these suppliers, failure to meet delivery schedules, or inability to provide materials of the required quality and quantity could disrupt our production schedules. Additionally, strong demand, capacity constraints, or other challenges faced by our suppliers may occasionally lead to shortages or delays in material supply. Although we have been able to secure timely supplies of raw materials for our current activities, and these materials are readily available in the domestic market, any unfavorable changes in procurement terms or disruptions in supply could increase our costs and impact our operations. Dependence on third parties for raw materials also means that any disruption on their end could adversely affect our business, prospects, and financial results. 14. The availability of counterfeit drugs, such as those passed off by others as our products, and the introduction of alternative pharmaceutical products due to changes in technology or consumer needs, could adversely affect our goodwill, results of operations, financial results, and business prospects. Organizations, whether operating within India or internationally, may produce and distribute counterfeit or pirated products that unlawfully replicate our brand name, packaging design, or otherwise create deceptively similar goods, misrepresenting them as our Company’s products. Such activities could result in a reduction in our market share, replacement of demand for our genuine products, and a consequent adverse impact on our goodwill. Although there have been no reported instances of counterfeit drugs in the past three financial years, the proliferation of counterfeit and pirated products poses a significant risk to our business. Defending against claims or complaints arising from counterfeit products diverts management's time and attention and could have a material adverse effect on our goodwill, business prospects, operational results, and financial condition. Furthermore, the presence of counterfeit or pirated products in the market may undermine consumer trust in our brand, exacerbating the impact on our reputation and revenue. In addition, our business is inherently influenced by changes in technology, consumer preferences, market perceptions of our brand, convenience factors, and health and safety norms. Our ability to anticipate and adapt to these changes by developing and introducing new or enhanced products in a timely and effective manner is critical to maintaining our competitive edge and sustaining growth. There is no assurance that we will remain abreast of technological advancements or that we will successfully respond to evolving consumer preferences. Substantial shifts in consumer needs or customer priorities may 38 | Pa geadversely impact the demand for our products. Failure to accurately predict or meet the changing demands of the pharmaceutical industry and consumer markets could materially and adversely affect our business operations, profitability, and growth prospects. 15. We have only one Manufacturing Facility, continued operations of our manufacturing facility is critical to our business and any disruption in the operation of our manufacturing facility may have a material adverse effect on our business, results of operations and financial condition. As of the date of this Draft Red Herring Prospectus, we operate a single manufacturing facility located in MIDC, Anand Nagar, Ambernath, Thane, Maharashtra, dedicated to the production of pharmaceutical formulations. The operation of this facility is subject to inherent risks, including but not limited to the unavailability of critical spare parts, machinery breakdowns, obsolescence or failure of production equipment, disruptions in power supply, and performance inefficiencies. Additionally, unforeseen events such as local social unrest, natural disasters, or interruptions in essential utilities could materially and adversely affect our business, financial condition, and operational results. Any prolonged shutdown of the manufacturing unit could significantly impact our ability to meet supply commitments, thereby adversely affecting our earnings, financial condition, and overall operations. Rising living costs in the vicinity of the facility may result in increased labour expenses, potentially eroding our profit margins and cost competitiveness. Moreover, any industrial accidents or safety incidents could compel us to suspend operations, impairing our ability to meet production schedules and contractual obligations, which could negatively impact our business. Furthermore, non-compliance with regulatory requirements, such as Good Manufacturing Practices (GMP), or any contravention of applicable laws and regulatory approvals, may necessitate a temporary or indefinite suspension of operations until such non-compliance is rectified to the satisfaction of the relevant regulatory authorities. We cannot guarantee that we will not experience work stoppages or disruptions resulting from labor disputes or other employment-related issues, which could materially affect our production schedules and have an adverse impact on our business, financial condition, cash flows, and results of operations. 16. Our business operations are majorly concentrated in certain geographical regions and on exports for overall revenues and any adverse developments affecting our operations in these regions could have a significant impact on our revenue and results of operations. Our Company's manufacturing unit is located in Ambernath, Thane, Maharashtra. With our manufacturing unit concentrated in this region, we are susceptible to various regional and environmental factors, including social unrest, regional conflicts, economic fluctuations, adverse weather conditions, natural disasters, and other unforeseen events. These disruptions could lead to damage or destruction of our facilities, significant transportation delays for raw materials and finished products, loss of key personnel, and adverse effects on our business operations, financial condition, and overall performance. Maharashtra accounts for a significant portion of our domestic sales, contributing ₹265.84 Lakhs out of the total ₹326.94 Lakhs in domestic sales during the period ended November 2024, and ₹39.88 Lakhs in FY 2023–24. Additionally, Gujarat contributed ₹61.10 Lakhs during the period ended November 2024. On the export front, our sales have been substantial, with exports contributing ₹1,741.21 Lakhs during April 2024 to November 2024, compared to ₹1,522.95 Lakhs in FY 2023–24, ₹653.90 Lakhs in FY 2022–23, and ₹959.85 Lakhs in FY 2021– 22. This heavy reliance on Maharashtra for domestic sales and on exports for overall revenue highlights a dual concentration. Such concentration exposes us to risks associated with regional competition, economic or demographic changes in Maharashtra and global market fluctuations. Diversifying our geographic reach and customer base is crucial to mitigating these risks and enhancing the resilience of our business. The contribution of Export and domestic market including two states to our total revenue is as follows: (₹ in lakhs, except for percentage) 39 | Pa geParticulars Apr-24- % of FY % of FY % of FY % of Nov-24 Total 2023-24 Total 2022-23 Total 2021-22 Total Sales Sales Sales Sales Domestic Sales Maharashtra 265.84 12.85% 39.88 2.56% - - - - Gujarat 61.1 2.95% - - - - - - Total of 326.94 15.80% 39.88 2.56% - - - - Domestic Sales Exports Sales Mali 386.62 18.69% 351.79 22.50% 24.56 3.76% - - Ghana - - 53.87 3.45% 104.91 16.03% - - Liberia - - - - - - 356.17 37.11 % Sierra 1,354.59 65.50% 985.12 63.03% 524.43 80.21% 361.67 37.68 Leone % United - - 132.17 8.46% - - 242.01 25.22 Kingdom % Total of 1,741.21 84.19% 1,522.95 97.44% 653.90 100% 959.85 100% Export Sales Total 2,068.16 100% 1,562.83 100% 653.90 100% 959.85 100% We derive bulk of our revenues from export market. Hence we are exposed to multi risk factors like Credit risk, exchange rate risk, supply chain disruptions, regulatory changes, natural disasters, global economic conditions, government policies and trade regulations, cultural hurdles, product adaptation, etc. In the event of realization of any such events at an unprecedented scale, we may face significant business loss and can even pose risk to the continuity of our business. We may not be able to generate enough cash flows to sustain operations. However, as a prudent strategy, we are trying to improve our revenue mix. We are increasingly focused to domestic markets also and looking to increase our revenue share from domestic operations gradually. Hence as a matter of fact and as a resultant of such strategy, our revenue from the domestic market has grown to ₹326.94 lakhs contributing to 15.81% to the total revenue for the period ended up to 30th November 2024 from just ₹39.88 lakhs contributing to 2.48% of the total revenue in the fiscal ended 2024. We shall increasingly try to improve this ratio further, though majority of our revenues shall still continue to be from export markets. All our clients are Africa based and majority of our revenues comes from Sierra Leone. Particula For the period For the year ending March 31, rs ended November 30, 2024 2023 2022 Sr. 2024 No. Reven Reven Revenue Revenue ue (₹ % ue (₹ in % (1) (₹ in % (1) (₹ in % (1) in (1) lakhs) lakhs) lakhs) lakhs) Top 1 1 508.63 24.59 453.62 29.03 258.51 39.54 242.01 25.21 client Top 2 2 842.89 40.75 745.85 47.73 511.68 78.26 468.29 48.79 client (1) Percentage (%) is calculated as a percentage of Total Sale of Products. We derive bulk of our revenues from clients based in African continent. Of this revenue portion, majority of it comes from Sierra Leone. Hence any political instability or force majeure events, violence and arson, civil war, 40 | Pa gesovereign degradation, etc in Sierra Leone can have significant impact on our revenues and our profitability. African continent per se has history pertaining to political instability, civil wars, uprising and revolts. Many of the countries in African continent are among least developed economies. These events can have significant impact on these countries in Africa and thus great ramifications on the business of our company. However, as a strategy to diverse our geographical reach of our customers and de-risk from African region we are entering other countries as well. We shall also look to delve into North America and Europe markets as well in the future. These markets are much stable and developed and offers higher margin compared to African region. As we expand into new markets and geographical areas, we may face competition from national and local players with established local presences and stronger relationships with local customers, government authorities, and suppliers. This could put us at a competitive disadvantage. While we believe we have the necessary expertise and vision to expand into other markets, investors should consider the risks, losses, and challenges we face and should not rely solely on our past performance as an indication of our future performance. 17. Our Company has reported certain negative cash flows from its operating and investing activities, details of which are given below. Sustained negative cash flow could impact our growth and business in the future. Our Company had reported certain negative cash flows from its operating, investing and financing activities in the previous years as per the restated financial statements and the same are summarized as under: (₹ in lakhs) For the period For the year ending March 31, Particulars ended November 2024 2023 2022 30, 2024 Net cash flow from Operating 39.67 (334.84) (30.26) (115.47) activities Net cash flow from Investing 89.31 (0.54) (91.21) (0.20) activities Additionally, if we fail to protect our own intellectual property, our competitors or other third parties may copy, steal, or misuse our ideas, products, or services. This can lead to lost revenues, decreased market share, or erosion of our competitive advantage. Moreover, any unauthorized use, reproduction, or distribution of our copyrighted material without our permission will result in legal action and may lead to financial penalties, damage to our brand reputation. It is essential for us to protect our copyrighted material and ensure that it is used only with our permission, to avoid any negative impact on our business operations. Defending our intellectual property rights can be expensive and time consuming, and we may not be able to prevent others from infringing or challenging our rights. 18. We intend to utilise a portion of the Net Proceeds for funding our capital expenditure requirements. We are yet to place orders 100% of the Plant & Machinery, as specified in the Objects of the Issue chapter. Any delay in procurement of such Plant & Machinery may delay the schedule of implementation and may also lead to increase in cost of these Plant & Machinery, further affecting our revenue and profitability. Although we have identified the installation of Plant & Machinery required. However, we are yet to place orders for 100% installation of Plant & Machinery worth Rs. 600.00 Lakhs as detailed in the “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. We have not entered into any definitive agreements to utilize the Net Proceeds for this object of the issue and have relied on the quotations received from third parties for estimation of the cost. While we have obtained the quotations from various vendors in relation to such capital expenditure, most of these quotations are valid for a certain period of time and may be subject to revisions, and other commercial and technical factors. We cannot assure you that we will be able to undertake such capital expenditure within the cost indicated by such quotations or that there will not be cost escalations. Delay in procurement of the same can cause time and cost overrun in the implementation of our proposed expansion and 41 | Pa gecan also compel us to buy the same at a higher price, thus causing the budgeted cost to vary. As a result, our business, financial condition, results of operations and prospects could be materially and adversely affected. 19. Our Company has entered into certain related party transactions in the past and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders. Our Company has entered into certain transactions with our related parties including our Promoters, Promoter Group, Directors and their relatives. While we believe that all such transactions have been conducted on the arm’s length basis, we cannot assure you that we might have obtained more favorable terms had such transactions been entered into with unrelated parties. Furthermore, it is likely that we may enter into related party transactions in the future. We cannot assure you that such transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, results of operations, cash flows and financial condition. For details, please refer "Annexure 27 – Related Party Transactions" on page no. 207 of this Draft Red Herring Prospectus. 20. We rely on third-party suppliers for the supply of raw materials, and any delay, interruption, or reduction in such supply could adversely affect our business, results of operations, financial condition, and cash flows. Additionally, we conduct our business activities on a purchase order basis without entering into long-term agreements with our customers We rely on third-party suppliers for the majority of our raw materials, including packaging materials, which are susceptible to supply disruptions and price volatility influenced by fluctuations in commodity markets, quality and availability, consumer demand, and changes in government policies or regulatory sanctions. We procure these raw materials through purchase orders without long-term contractual arrangements, making us vulnerable to interruptions in supply. Additionally, we depend on third-party transportation providers for logistics services, also without long-term contracts, and any disruptions in these services could impede the timely procurement of raw materials and delivery of our products. Although we have not faced significant disruptions in the past, we cannot guarantee uninterrupted supply in the future, and any such issues could adversely affect our business, operations, financial condition, and cash flows. Furthermore, our business model involves manufacturing pharmaceutical products based on customer orders without formal agreements or long-term arrangements. We depend on maintaining continuous relationships with customers, traders, and the consistent quality of products supplied to us. We do not have exclusive agents, dealers, or distributors, nor have we entered into agreements with market intermediaries for selling or marketing our products. Any changes in market conditions, customer preferences, or our inability to adapt to evolving industry trends or meet customer demands could directly impact our revenue and customer base. Failure to procure new orders regularly could adversely affect our business, revenue, cash flows, and overall operations. 21. Our business activities are exposed to fluctuations in the prices of raw materials. Our Company is dependent on third party suppliers for procuring the raw materials required for manufacturing of our products. We are exposed to fluctuations in the prices of these raw materials as well as its unavailability, particularly as we typically do not enter into any long-term supply agreements with our suppliers for raw materials. Our major requirement is met in the spot market. Our Company’s cost of raw material consumed of our revenues from operation in for the period ended November 30, 2024 and Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively is as stated below: (₹ in lakhs) Particulars Nov-24 FY 2023-24 FY 2022-23 FY 2021-22 Revenue from operations 2,068.16 1,558.62 653.8 959.85 42 | Pa geParticulars Nov-24 FY 2023-24 FY 2022-23 FY 2021-22 Cost of materials consumed 1,152.69 975.41 334.93 767.37 % of Cost of materials consumed to 55.73% 62.58% 51.23% 79.95% revenue from operations If we are unable to manage these costs or increase the prices of our products to offset these increased costs, our margins, cash flows and our profitability may be adversely affected. We may be unable to control the factors affecting the price at which we procure the raw materials for products we get manufactured. We also face the risks associated with compensating for or passing on such increase in our cost of trades on account of such fluctuations in prices to our customers. Upward fluctuations in the prices of traded goods may thereby affect our margins and profitability, resulting in a material adverse effect on our business, financial condition and results of operations. Though we enjoy favourable terms from the suppliers both in prices as well as in supplies, our inability to obtain high quality materials in a timely and cost-effective manner would cause delays in our production/trade cycles and delivery schedules, which may result in the loss of our customers and revenues. 22. Our business is subject to a variety of safety, health and environmental laws, labour, and workplace related laws and regulations. Any failure on our part to comply with these applicable laws and regulations could have an adverse effect on our operations and financial condition. Our Company is subject to various central, state and local environmental and safety laws. While we believe that our facility is currently in compliance in all material respects with applicable environmental laws, legislations and regulatory requirements, additional costs and liabilities related to compliance with these laws and regulations may impact our business. For further details, kindly refer to the chapter ‘Government and Other Approvals’ beginning on page 226 of this Draft Red Herring Prospectus. Further, any changes in the applicable laws and regulations in the future may create substantial environmental compliance or remediation liabilities and costs, including monetary fines, criminal penalties on our Company’s officers for violation of applicable laws, or imposition of restrictions on our Company’s operations (which may include temporary suspension or closure of its operations). We may also, in the future, become involved in legal or regulatory proceedings, in relation to which we may be required to comply with more rigorous environmental or safety standards, or to incur significant capital and operating expenses and / or remedial costs. These factors may adversely affect our revenues and operations. Further, since we need labour to run our manufacturing unit, our Company is subject to variety of workplace related laws and regulations. We are required to maintain records and also file periodic returns in relation to the same. Although, we believe that we have complied with all the applicable laws and regulations, in the event of any breach of such laws and regulations, we may be subject to penal consequences which would adversely affect our operations and financial condition. 23. Our Company is reliant on the demand from the pharmaceutical industry for a significant portion of our revenue. Any downturn in the pharmaceutical industry or an inability to increase or effectively manage our sales could have an adverse impact on our Company’s business and results of operations. Our Company is engaged in the business of manufacturing pharmaceutical products, and consequently, our revenues are significantly reliant on customers from the pharmaceutical industry. The loss of any customer within this or any other industry to which we cater could materially and adversely affect our sales, business operations, and financial performance. Furthermore, any shift within the pharmaceutical industry towards the in-house development of products may adversely impact the demand for our offerings. Similarly, the introduction of a breakthrough in the development of a novel product or raw material by our competitors or customers may render our products obsolete or lead to their substitution by such alternatives, thereby adversely affecting our revenues and profitability. In addition, should our competitors enhance the efficiency of their manufacturing, distribution, or raw material sourcing processes and consequently offer similar or superior products at lower prices, our Company may face challenges in adequately responding to such developments. Such circumstances could materially impact our market position, revenues, and profitability. 43 | Pa ge24. Our inability to accurately forecast demand for our products and manage our inventory may have an adverse effect on our business, financial condition, results of operations and cash flows. The results of operations of our business are dependent on our ability to effectively manage our inventory and stocks. To effectively manage our inventory, we must be able to accurately estimate customer demand and supply requirements and trade inventory accordingly. If our management has misjudged expected customer demand it could adversely impact the results by causing either a shortage of products or an accumulation of excess inventory. Further, if we fail to sell the inventory, we may be required to dispose off our inventory or pay our suppliers without new purchases, or create additional vendor financing, which could have an adverse impact on our income and cash flows. We estimate our sales based on the forecast, demand and requirements and also on the customer specifications. Natural disasters such as earthquakes, extreme climatic or weather conditions such as floods or droughts may adversely impact the supply of our products and local transportation. Should our supply of our products be disrupted, we may not be able to procure an alternate source of supply in time to meet the demands of our customers. Such disruption to supply would materially and adversely affect our business, profitability and reputation. The following table sets forth details on our inventory levels, as per our Restated Financial Information, as of and for the years indicated. (₹ in lakhs) For the period For the year ending March 31, ended Particulars November 30, 2024 2023 2022 2024 Inventory (₹ in lakhs) 17.70 143.89 150.08 50.33 Inventory holding days 17 55 109 41 In the past we have not experienced any instances of disruptions to the delivery of product to our customer occurred for reasons such as poor handling, transportation bottlenecks which could have led to delayed or lost deliveries or damaged products and disrupt supply of these products, but there is not guarantee that these instances will not happen in future to improve our line capability, we try to stock our inventory. An optimal level of inventory is important to our business as it allows us to respond to customer demand effectively. If we overstock inventory, our capital requirements will increase and we will incur additional financing costs. If we under-stock inventory, our ability to meet customer demand and our operating results may be adversely affected. Any mismatch between our planning and actual consumer consumption could lead to potential excess inventory or out-of-stock situations, either of which could have an adverse effect on our business, financial condition and results of operation. 25. Our Company has incurred indebtedness which exposes us to various risks which may have an adverse effect on our business and results of operations. As on November 30, 2024 we had ₹697.11 lakhs of outstanding borrowings on our balance sheet that includes Rs. 676.24 lakhs of unsecured loans from various lenders including Axis Bank Limited, Ashv Finance Limited, Bajaj Finance Limited etc. In the event that we fail to meet our debt servicing obligations under our financing documents, the relevant lenders could declare us to be in default, accelerate the maturity of our obligations or sell our Company’s movable and immovable assets. Our business requires funding for capital expenditure and working capital requirements. The actual amount and timing of future capital expenditure may depend on several factors, among others, new opportunities, availability of land, regulatory approvals, regulatory changes, economic conditions, technological changes and market developments in our industry. Our sources of additional funding, if required, to meet our capital expenditure may include the incurrence of debt or the issue of equity or debt securities or a combination of both. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows and we may be subject to additional covenants, which could limit our ability to access cash flows from operations. 44 | Pa geIn case there is insufficient cash flow to meet our working capital requirement or we are unable to arrange the same from other sources or there is delay in disbursement of arranged funds, or there is any increase in interest rate on our borrowings, it may adversely affect our operations and profitability. These factors may result in an increased amount of short-term borrowings. Continuous increase of our working capital requirements may have an adverse effect on our results of operations and financial condition. Further our ability to arrange for additional funds on acceptable terms is subject to a variety of uncertainties, including future results of operations, financial condition and cash flows; economic, political conditions and market scenario for our products; costs of financing, liquidity and overall condition of financial and capital markets in India; issuance of necessary business/government licenses, approvals and other risks associated with our businesses; and limitations on our ability to raise capital in capital markets and conditions of the Indian and other capital markets in which we may seek to raise funds. Any such inability to raise sufficient funds could have a material adverse effect on our business and results of operations. Further, our level of indebtedness has important consequences to our Company, such as: Increasing our vulnerability to general adverse economic, industry and competitive conditions;  Limiting our flexibility in planning for, or reacting to, changes in our business and the industry; affecting our credit rating;  Limiting our ability to borrow more money both now and in the future; and  Increasing our interest expenditure and adversely affecting our profitability, since almost all of our debt bears interest at floating rates. If any of these risks were to materialise, our business and results of operations may be adversely affected. 26. We are 100% dependent on third party transportation providers for delivery of raw materials to us from our suppliers and delivery of our products to our customers. We have not entered into any formal contracts with our transport providers and any failure on part of such service providers to meet their obligations could adversely affect our business, financial condition and results of operation. To ensure the smooth functioning of our manufacturing operations, it is imperative to maintain an uninterrupted supply and transportation of raw materials from our suppliers to our manufacturing unit, as well as the transportation of finished products from our unit to our customers. Such transportation is subject to various uncertainties and risks. Our Company relies significantly on third-party transportation providers for the delivery of raw materials and products. Any disruptions, such as transportation strikes, delays, or logistical issues, could adversely impact our supply chain and delivery schedules, thereby affecting our operations and financial performance. Further, raw materials and finished products are susceptible to loss or damage during transit due to factors such as accidents, mishandling, or natural disasters. Any such incidents could materially and adversely affect our operations, as well as our financial condition. Our Company has not entered into long-term agreements with transporters for our manufacturing operations, and transportation costs are typically determined based on mutual terms and prevailing market rates. In the absence of formal agreements, there can be no assurance that transport agencies will consistently fulfill their obligations or adhere to our understanding. Moreover, the lack of contractual arrangements may limit our ability to take legal recourse in the event of a breach or negligence by the transport agencies. Additionally, since these transport agencies are not contractually bound to work exclusively with us, there exists a risk of competitors offering more favorable terms or prices, which could incentivize the transport agencies to prioritize their services for our competitors. Such occurrences could adversely affect the timely supply of raw materials and the delivery of finished goods, thereby impacting our business operations, financial condition, and results of operations. 45 | Pa ge27. We have not commissioned an industry report for the disclosures made in the section titled ‘Industry Overview’ and made disclosures on the basis of the data available on the internet and such data has not been independently verified by us. We have neither commissioned an industry report, nor sought consent from the quoted website source for the disclosures which need to be made in the section titled “Industry Overview” beginning on page 130 of this Draft Red Herring Prospectus. We have made disclosures in the said chapter on the basis of the relevant industry related data available online for which relevant consents have not been obtained. We have not independently verified data from industry publications contained herein and although we believe these sources to be reliable, we cannot assure you that they are complete or reliable. Such data may also be produced on a different basis from comparable information compiled with regard to other countries. Therefore, discussions of matters relating to India and its economy are subject to the caveat that the statistical and other data upon which such discussions are based have not been verified by us and may be incomplete or unreliable. These facts and statistics included in “Summary of Industry” and “Industry Overview” on pages nos. 130 of this Draft Red Herring Prospectus. Due to possibly flawed or ineffective data 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 elsewhere and should not be unduly relied upon. Further, we cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere. We cannot assure you that any assumptions made are correct or will not change and, accordingly, our position in the market may differ from that presented in this Draft Red Herring Prospectus. Further, the industry data mentioned in this Draft Red Herring Prospectus or sources from which the data has been collected are not recommendations to invest in our Company. Accordingly, investors should read the industry related disclosure in this Draft Red Herring Prospectus in this context. 28. Any reduction in the demand for our products could lead to the underutilization of our manufacturing capacity. We may also face surplus production of a particular product due to various reasons including inaccurate forecasting of customer requirements, which could adversely affect our business, results of operations, financial condition and cash flows. We face the risk that our customers might not place any order or might place orders of lesser than expected size or may even cancel existing orders or make change in their policies which may result in reduced quantities being manufactured by us. Cancellations, reductions or instructions to delay production (thereby delaying delivery of products manufactured by us) by customers could adversely affect our results of operations by reducing our sales volume leading to a reduced utilization of our existing manufacturing capacity. Further, we make significant decisions, including determining the levels of business that we will seek and accept, production schedules, personnel requirements and other resource requirements, based on our estimates of customer orders. The changes in demand for their products (which are in turn manufactured by us) could reduce our ability to estimate accurately future customer requirements, make it difficult to schedule production and lead to over production and utilization of our manufacturing capacity for a particular product. Any such underutilization of our manufacturing facility could adversely affect our business, results of operations, financial condition and cash flows. 29. We require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate our business, and the failure to obtain, retain and renew such approvals and licenses or comply with such rules and regulations, and the failure to obtain or retain them in a timely manner or at all may adversely affect our operation. Our Company requires certain statutory and regulatory permits, licenses and approvals to operate our business, some of which our Company has either received, applied for or is in the process of application. Many of these approvals are granted for fixed periods of time and need renewal from time to time. Non-renewal of the said permits and licenses would adversely affect our Company’s operations, thereby having a material adverse effect on our business, results of operations and financial condition. Further, there can be no assurance that the relevant authorities will issue any of such permits or approvals in the timeframe anticipated by us or at all. Our Company requires the following statutory and regulatory registrations, 46 | Pa gelicenses, permits and approvals for our business but the same have not been obtained/not renewed by us, as on date of this Draft Red Herring Prospectus. Further, some of our permits, licenses and approvals are subject to several conditions and we cannot provide any assurance that we will be able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory authorities, which may lead to the cancellation, revocation or suspension of the relevant permits, licenses or approvals. Any failure by us to apply in time, to renew, maintain or obtain the required permits, licenses or approvals, or the cancellation, suspension or revocation of any of the permits, licenses or approvals may result in the interruption of our operations and may have a material adverse effect on our business. If we fail to comply with all the regulations applicable to us or if the regulations governing our business or their manner of implementation change, we may incur increased costs, or be subject to penalties or may suffer a disruption in our business activities, any of which, could adversely affect our business or results of operations. For further details, please see “Key Industry Regulations and Policies” and “Government and Other Statutory Approvals” beginning on page no 175 and 226 respectively of this Draft Red Herring Prospectus. 30. We have issued equity shares pursuant to a bonus issue prior to the Issue, and we will be eligible to issue equity shares pursuant to a bonus issue only when we have sufficient reserves. On October 01, 2024, our Company allotted a total of 54,87,440 equity shares as a bonus issue, in the ratio of 7 equity shares for every 1 equity share held by our existing equity shareholders. In terms of applicable law, bonus issue shall be made only out of free reserves, securities premium account or capital redemption reserve account and built out of the genuine profits or securities premium collected in cash. Our Company will be eligible to issue bonus shares only when we have sufficient monies in our free reserves and our securities premium account. 31. Our industry is labour intensive and our business operations may be materially adversely affected by strikes, work stoppages or increased wage demands by our employees or those of our suppliers. We believe that the industry in which we operate faces competitive pressures in recruiting and retaining skilled and unskilled labour. Our industry being labour intensive is highly dependent on labour force for carrying out its manufacturing operations. Shortage of skilled / unskilled personnel or work stoppages caused by disagreements with employees could have an adverse effect on our business and results of operations. We have not experienced any major disruptions in our business operations due to disputes or other problems with our work force in the past, however there can be no assurance that we will not experience any such disruptions in the future. Such disruptions may adversely affect our business and results of operations and may also divert the management's attention and result in increased costs. India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon retrenchment. We are also subject to laws and regulations governing relationships with employees, in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and terminating of employees and work permits. Although our employees are not currently unionized, there can be no assurance that they will not unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible labour policies, and we may face the threat of labour unrest, work stoppages and diversion of our management's attention due to union intervention, which may have a material adverse impact on our business, results of operations and financial condition. 32. Our success significantly depends upon the services of our Promoters and other Key Managerial Personnel and our ability to retain them. Our inability to attract, hire, train and retain key managerial personnel may adversely affect the operations of our Company. Our Company is promoted by a group of individuals of 3 (three). The success of our business operations is attributable to our Promoters, Directors and key management personnel. We believe that our relation with our Promoters, who have rich experience in setting up business, developing markets, managing customers and handling overall businesses, has enabled us to experience growth and profitability. We believe that the inputs and experience of our Promoters are factors for the growth and development of our business and the strategic direction taken by our Company. We benefit from our relationship with our Promoters and Key Managerial 47 | Pa gePersons and our success depends upon their continuing services, who have been responsible for the growth of our business and are closely involved in the overall strategy, direction and management of our business. Our Directors have built relations with clients and other persons are connected with us. Our success is substantially dependent on the expertise and services of our Directors and our Key Managerial Personnel. They provide expertise which enables us to make well informed decisions in relation to our business and our future prospects. Our future performance will depend upon the continued services of these persons. Demand for Key Managerial Personnel in the industry is intense. We cannot assure that we will be able to retain any or all, or that our succession planning will help to replace, the key members of our management. The loss of the services of such key members of our management team and the failure of any succession plans to replace such key members could have an adverse effect on our business and the results of our operations. Further, our Promoters have also promoted other companies and may continue to do so. If they divert their attention to the other companies, we may not be able to function as efficiently and profitably as before. Any inability to attract and retain talented employees or the resignation or loss of key management personnel, may have an adverse impact on our business, future financial performance and the price of our Equity Shares. 33. The directors of our company don’t have the experience of the listed company and the requirements of being a listed company may strain our resources. The Directors of the company don’t have the experience of the listed Company; however, the Promoters have the experience of the pharmaceutical Industry. We have not been subjected to the increased scrutiny of our affairs by shareholders, regulator and the public at large that is associated with being a listed company. We will be subject to the equity listing agreement with the Stock Exchange which will require us to file audited annual and half yearly reports with respect to our business and financial condition. Further, as a listed company, Directors and the Company will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions to support the existence of effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, our management’s attention may be diverted from business concerns, which may adversely affect our business, prospects, financial condition, and results of operations. Further, we may need to hire additional legal and accounting staff with appropriate listed company experience and technical accounting knowledge but cannot assure that we will be able to do so in a timely and efficient manner. 34. We face competition in our business from both organized and unorganized sector. Such competition may have a negative impact on our business prospects, future performance and financial condition. The industry, in which we are operating, is increasingly competitive and our results of operations and financial condition are sensitive to, and may be materially adversely affected by, competitive pricing and other factors. Competition may result in pricing pressures, reduced profit margins or lost market share or a failure to grow our market share, any of which could substantially harm our business and results of operations. There are various factors that could impair our ability to maintain our current levels of revenues and profitability in our goods transportation business, including the following:  competition with other companies offering better pricing for the goods manufactured, some of which may have a wider range of product portfolio, and may have greater capital resources than we do;  solicitation by customers of bids from multiple manufacturers and the resulting depression of the bidding prices or loss of business to competitors;  development of an operational model similar to ours by a competitor with sufficient financial resources and comparable experience in the steel and steel products industry;  establishment of better relationships by our competitors with their customers; and 48 | Pa ge the small unorganized players at a regional level may not comply with applicable statutory and regulatory requirements and due to which they may be able to operate at lower cost and consequently offer lower prices than us. There can be no assurance that we can effectively compete with our competitors in the future, and any such failure to compete effectively may have a material adverse effect on our business prospects, future performance, financial condition and results of operations. Our Company’s competitors may enjoy potential competitive advantages over us and may successfully attract our customers to their products/ services by matching or exceeding what we offer to our customers, such as:  greater name/brand recognition, a longer operating history, wider geographical reach and wider customer base and extensive international operations;  engage in price competition, reducing the product pricing;  greater financial, technical and other resources. There can be no assurance that we will have sufficient resources to respond to competitors’ investments in geographical and customer network and pricing and promotional programs. If our Company is unable to effectively compete with other participants, whether on the basis of pricing, product quality, services or otherwise, it might not be able to attract new customers or retain existing customers, and this could adversely affect our business, financial condition and results of operations. 35. We require working capital for our smooth day-to-day operations of business and any discontinuance or our inability to acquire adequate working capital timely and on favourable terms may have an adverse effect on our operations, profitability and growth prospects. We are engaged in manufacturing and export of both pharmaceutical formulations and nutraceutical products in domestic and various African markets. Our Company operates under brand “Asston”. Presently, our Company is involved in the business of manufacturing and marketing of Tablets, Capsules, Oral Liquid, External Preparations (Ointment, Cream, Gel and Lotion) and Oral Powder (Sachet, Dry Syrup) etc. Our company business needs substantial working capital and financing in the form of fund and non-fund based working capital facilities to meet its requirements. In many cases, a significant amount of our working capital is required to finance day-to-day operations, such as purchasing inventory, managing accounts payable and receivable, and meeting other short-term financial obligations. In case there are insufficient cash flows to meet our working capital requirement or we are unable to arrange the same from other sources or there are delays in disbursement of arranged funds, or we are unable to procure funds on favourable terms, it may result into our inability to finance our working capital needs on a timely basis which may have an adverse effect on our operations, profitability and growth prospects. We intend to continue growing by expanding our business operations. This may result in increase in the quantum of our current assets. Our working capital requirements may increase if the payment terms in our agreements include reduced advance payments or longer payment schedules. These factors may result in increases in the amount of our receivables and may result in increases in any future short-term borrowings. Our sources of additional financing, required to meet our working capital needs, may include the incurrence of debt, the issue of equity or debt securities or a combination of both. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, which may have a significant effect on our profitability and cash flows. We may also become subject to additional covenants, which could limit our ability to access cash flows from operations and undertake certain types of transactions. Continued increases in our working capital requirements may have an adverse effect on our results of operations, cash flows and financial condition and our inability to maintain sufficient cash flow, credit facility and other sources of fund, in a timely manner, or at all, to meet the requirement of working capital could adversely affect our financial condition and result of our operations. For further details regarding working capital requirement, 49 | Pa geplease refer to the chapter titled “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. 36. We could be adversely affected due to misconduct or errors of our employees that are difficult to detect and any such incidents could adversely affect our financial condition, results of operations and reputation. Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and damage our reputation. There can be no assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees may also commit errors that could subject us to claims and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of operations and goodwill could be adversely affected. 37. Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial condition. Our company faces potential risks related to incidents of theft or damage to inventory. While we have not encountered such situations in the past, we acknowledge that there is a possibility of experiencing inventory losses due to various factors such as employee theft, vendor fraud, and general administrative errors. These incidents could have a negative impact on the results of operations and financial condition. During the execution of the contract and up to defect liability period we are generally fully liable to compensate all concerned for any loss, damage, or destruction of work, structure, property etc. including third party risk arising due to causes attributable to us. Despite implementing security measures and internal controls, there is no guarantee that we will completely avoid instances of fraud, theft, employee negligence, or security lapses in the future. Any such occurrence could lead to significant financial losses and affect our overall business performance. Although we have insurance coverage against losses due to theft, fire, breakage, or damage caused by other casualties, the extent of coverage may not fully mitigate the financial impact of such incidents on our operations and financial condition. In some cases, the losses incurred may exceed the insurance coverage, resulting in additional financial strain for the company. 38. We are subject to risks associated with expansion into new markets. Expansion into new markets, including in India and overseas, subjects us to various challenges, including those relating to our lack of familiarity with the culture, legal regulations and economic conditions of these new regions, language barriers, difficulties in staffing and managing such operations, and the lack of brand recognition and reputation in such regions. The risks involved in entering new geographic markets and expanding operations, may be higher than expected, and we may face significant competition in such markets. By expanding into new markets, we could be subject to additional risks associated with establishing and conducting operations, including compliance with a wide range of laws, regulations and practices, including uncertainties associated with changes in:  laws, regulations and practices and their interpretation; local preferences and service requirements;  fluctuations in foreign currency exchange rates;  inability to effectively enforce contractual or legal rights and adverse tax consequences;  differing accounting standards and interpretations;  stringent as well as differing labour and other regulations; 50 | Pa ge differing domestic and foreign customs, tariffs and taxes;  exposure to expropriation or other government actions; and  political, economic and social instability. 39. In addition to regular remuneration, other benefits and expense reimbursement our Promoters, Directors, key managerial personnel or senior management hold a vested interest in our Company; to the extent of their shareholding and associated dividend entitlements. They also have a stake in transactions involving our company, whether with themselves individually or with our group companies/entities. Our Company in future may enter in related party transactions subject to necessary compliances. Our Promoters, Directors, key managerial personnel or senior management are interested in our Company to the extent of their shareholding and associated dividend entitlements thereon in our Company, in addition to regular remuneration or benefits and expenses reimbursement. Our Promoters, Directors, key managerial personnel or senior management are interested in the transactions entered into between our Company and themselves as well as between our Company and our Group Company. All transactions with related parties entered into by the company in past were at arm’s length basis, in compliance with applicable provisions of Companies Act, 2013 and other applicable provisions. Furthermore, it is likely that we may enter into related party transactions in the future. Additionally, our Company may enter in related party transactions in future subject to necessary compliances in accordance with relevant acts, rules and regulations. For details of transactions already executed by our Company with our Promoters, Directors and Group Companies/Entities during last three years and stub period, please refer to the “Annexure 27 – Related Party Transaction” under the Chapter titled “Financial Statements” beginning on Page No. 207 of this Draft Red Herring Prospectus. Furthermore, it is likely that we may enter into related party transactions in the future. Any future transactions with our related parties could potentially involve conflicts of interest. Accordingly, there can be no assurance that such transactions, individually or in aggregate, will not have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects. 40. Our insurance coverage may not adequately protect us against all material hazards, which may adversely affect our business, results of operations and financial condition. Our business, manufacturing facilities, plant and machinery and other assets could suffer damage from fire, natural calamities, misappropriation or other causes, resulting in losses, which may not be fully compensated by insurance. There can be no assurance that the terms of our insurance policies will be adequate to cover any damage or loss suffered by our Company or that such coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. We have our single manufacturing facility at Ambarnath MIDC. It is the only company owned manufacturing facility. Recently on 2nd December 2024, it received FDA approval to produce pharmaceutical products as well to its existing production of nutraceutical products. Currently, this facility does not have any insurance cover for its structure against fire, arsoning, force-majeure, etc. Only raw materials, finished goods and equipment inside are presently covered by Future Generali. Hence any events identified here are realized, it may do a significant damage to our production capabilities, operation, future growth prospects and profitability. Further, our Company is required to renew these insurance policies from time to time and in the event, we fail to renew the insurance policies within the time period prescribed in the respective insurance policies or not obtain at all, our Company may face significant uninsured losses. As of November 30, 2024, our insurance cover was ₹ 130.00 Lakhs and our insurance cover as a percentage of the total Insurable Assets of our Company was 22.50%. If our Company suffers a large uninsured loss or if any insured loss suffered, significantly exceeds our insurance coverage, our business, financial condition and results of operations may be adversely affected. 51 | Pa ge41. The products that we commercialize may not perform as expected which could adversely affect our business, financial condition and results of operations. Our success is significantly dependent on our ability to commercialize new pharmaceutical products in India and in various international markets. The commercialization process necessitates the successful development, testing, and procurement of required regulatory approvals for our products, while ensuring strict compliance with applicable regulatory and safety standards. To develop a commercially viable product, we are required to demonstrate, through extensive clinical trials, that the product is safe and effective for human use. However, there can be no assurance that our products under development, even when fully developed and tested, will perform as expected. Regulatory approvals may not be granted in a timely manner, or at all, and even if obtained, we may be unable to successfully or profitably manufacture and market such products. Additionally, the introduction of new products may expose us to litigation from third parties alleging patent infringement. Our products may also face seizure by regulatory authorities during transit due to alleged intellectual property rights violations. Furthermore, the products we develop may be unsuccessful in the marketplace due to the availability of superior alternatives introduced by competitors or other factors. Moreover, even if a product is successfully developed, it may require an extended period to gain acceptance in the market, or it may fail to achieve such acceptance entirely. Any such developments could materially and adversely affect our business prospects, financial condition, and results of operations. 42. Any variation in the utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders’ approval. The deployment of the funds towards the objects of the Issue is entirely at the discretion of the Board and our Board will monitor the utilisation of Net Proceeds through its Audit Committee. Further, our Promoter or controlling shareholders would be required to provide an exit opportunity to the shareholders who do not agree with our proposal to change the objects of the Issue, at a price and manner as specified in Chapter VI-A of the SEBI ICDR Regulations pursuant to the SEBI ICDR (Second Amendment) Regulations, 2016 dated February 17, 2016. Additionally, the requirement on Promoters or controlling shareholders to provide an exit opportunity to such dissenting shareholders may deter the Promoters or controlling shareholders from agreeing to the variation of the proposed utilisation of our Net Proceeds, even if such variation is in our interest. Further, we cannot assure you that our Promoter or the controlling shareholders will have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price which may be prescribed by SEBI. Our Company will disclose the utilisation of the Net Proceeds under a separate head along with details in its balance sheet until the Net Proceeds remain unutilized, clearly specifying the purpose for which the Net Proceeds have been utilized. Any inability on our part to effectively utilize the Issue proceeds could adversely affect our operational and financial performance. 43. The Objects of the Issue for which funds are being raised, are based on our management estimates and the same have not been appraised by any bank or financial institution or any independent agency. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titled as “Objects of the Issue”. The fund requirement and deployment, as mentioned in the chapter titled as “Objects of the Issue” on page 101 of this Draft Red Herring Prospectus is based on the estimates of our management and has not been appraised by any bank or financial institution or any other independent agency. These fund requirements are based on our current business plan. We cannot assure that the current business plan will be implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our business, we may have to revise our business plan from time to time and consequently these fund requirements. The deployment of the funds as stated under chapter titled “Objects of the Issue” on page 101 of this Draft Red Herring Prospectus is at the discretion of our Board of Directors and is not subject to monitoring by any external independent agency. Further, we cannot assure that the actual costs or schedule of implementation under chapter titled “Objects of the Issue” will not 52 | Pa gevary from the estimated costs or schedule of implementation. Any such variance may be on account of one or more factors, some of which may be beyond our control and will be subject applicable rules and regulations. The occurrence of any such event may delay our business plans and/or may have an adverse bearing on our expected revenues and earnings. 44. Our Promoters and Promoter Group will continue to retain majority shareholding in us after the Issue, which will allow them to exercise significant influence over us and potentially create conflicts of interest. The current Issue includes fresh issue of Equity Shares. Our Promoter and Promoter Group may beneficially own approximately [●] % of our post-Issue equity share capital. As a result, the Promoter Group may have the ability to control our business including matters relating to any sale of all or substantially all of our assets, the timing and distribution of dividends and the election or termination of appointment of our officers and directors. This control could delay, defer or prevent a change in control of the Company, impede a merger, consolidation, takeover or other business combination involving the Company, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company even if it is in the Company’s best interest. In addition, for so long as the Promoter Group continues to exercise significant control over the Company, they may influence the material policies of the Company in a manner that could conflict with the interests of our other shareholders. The Promoter Group may have interests that are adverse to the interests of our other shareholders and may take positions with which our other shareholders do not agree. 45. Our inability to manage growth could disrupt our business and reduce our profitability. A principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses, as well as the development of our new products portfolio. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, maintaining good relationships with employees for retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations. 46. Our ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Moreover, we might not sustain historical dividend levels moving forward. We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we ma not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among others, our results of operations, financial condition, cash requirements, business prospects and any other financing arrangements. Accordingly, realization of a gain on shareholders investments may largely depend upon the appreciation of the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value. For details of our Dividend history refer to the Section “Dividend Policy” on page 205 of the Draft Red Herring Prospectus. While we have paid dividends in the past, there can be no assurance as to whether we will pay dividends in the future and, if so, the level of such future dividends. 47. There is no monitoring agency appointed by Our Company to monitor the utilization of the Issue proceeds. As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only for Issue size above ₹ 10,000.00 Lakhs. Hence, we have not appointed any monitoring agency to monitor the utilization of Issue proceeds. However, the audit committee of our Board will monitor the utilization of Issue proceeds in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, our Company shall inform about material deviations in the utilization of Issue proceeds to the stock exchange and shall also simultaneously make the material deviations / adverse comments of the audit committee public. 53 | Pa ge48. The rate of interest for the loans obtained by us from the banks and Financial Institutions is variable and any increase in interest rates may adversely affect our results of operations and financial condition. Our Company is susceptible to changes in interest rates and the risks arising there from. Our sanction letters provide for interest at variable rates with a provision for periodic resetting of interest rates. Further the lenders are entitled to change the applicable rate of interest, which is a combination of a base rate that depends upon the policies of the RBI and a contractually agreed spread, and in the event of an adverse change in our Company’s credit risk rating. For further details of interest payable on our borrowings, please refer to the chapter titled “Statement of Financial Indebtedness” on page no. 209 of this Draft Red Herring Prospectus. Further, in recent years, the Government of India has taken measures to control inflation, which have included tightening the monetary policy by raising interest rates. As such, any increase in interest rates may have an adverse effect on our business, results of operations, cash flows and financial condition. 49. Changes in technology may render our current technologies obsolete or require us to make substantial investments. To remain competitive and efficient, modernization and technology upgradation are crucial for reducing costs and increasing output. Our business heavily relies on technology and machinery to deliver quality services. However, there is a risk of our technology and machinery becoming obsolete over time or not being upgraded timely, which can adversely impact our operations and financial condition, leading to a loss of competitive edge in the market. While we believe that we have implemented updated technology, we understand the importance of continuous improvement. We are committed to staying abreast of the latest technological standards and trends to enhance our capabilities. In the event of a new technology emerging in our industry, we may be required to invest in adopting that technology or upgrading our existing machinery and equipment to remain competitive. The costs associated with upgrading technology and modernizing machinery are significant, and they can have a substantial impact on our finances and operations. These investments may lead to higher capital expenditures and can temporarily affect our profitability and cash flow. We must carefully assess the potential benefits and returns on such investments to ensure they align with our long-term growth objectives. Our ability to successfully implement technology upgrades and modernization efforts depends on various factors, including availability of skilled technicians, compatibility of new technology with existing systems, and adequate financial resources. Delays or challenges in adopting new technology can hinder our operational efficiency and competitiveness in the market. 50. Any delay or defaults in receipt of payments or dues from our customers could result in a reduction of our profits. We regularly commit resources prior to receiving payments from our customer. We may be subject to working capital shortages due to delays or defaults in receipt of payments or dues from such customers. If our customers default in their payments or if any order/ assignment in which we have invested significant resources is delayed, cancelled or curtailed, it could have a material adverse effect on our business, financial condition and results of operations. 51. We have not made any alternate arrangements for financing the ‘Objects of the Issue’. Any shortfall in raising or meeting the same could adversely affect our growth plans, operations and financial performance. As on date, we have not made any alternate arrangements for our working capital requirements as per the Objects of the Issue. Over the period of time, we have met our capital requirements through funding from our internal accruals. Any shortfall in our net cash flows, internal accruals and our inability to raise institutional debt in future would result in us to borrow fund, which may be repayable on demand, which in turn may increase our financial costs, affect our Promoter’s group entity’s liquidity and restrict future funding from them in urgent situations, thus negatively affecting our financial condition and results of operations. Further we have not identified any alternate source of funding and hence any failure or delay on our part to raise money from this Issue or any shortfall in the Issue Proceeds may delay the implementation schedule and could adversely affect our growth plans. For further details please refer “Objects of the Issue” on page no 101 of this Draft Red Herring Prospectus. 54 | Pa ge52. The requirements of being a public listed company may strain our resources and impose additional requirements. With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the public at large, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur in the past. We will also be subject to the provisions of the listing agreements signed with the Stock Exchange(s) which require us to file unaudited financial results on a half yearly basis. In order to meet our financial control and disclosure obligations, significant resources and management supervision will be required. As a result, management’s attention may be diverted from other business concerns, which could have an adverse effect on our business and operations. There can be no assurance that we will be able to satisfy our reporting obligations and/or readily determine and report any changes to our results of operations in a timely manner as other listed companies. In addition, we might have to increase the strength of our management team and hire additional legal and accounting staff with appropriate public company experience and accounting knowledge and we cannot assure that we will be able to do so in a timely manner. This could have an adverse effect on our profit and reputation. 53. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors. SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with respect to the shares of listed companies in India (the “Listed Securities”) in order to enhance market integrity, safeguard the interests of investors and potential market abuses. In addition to various surveillance measures already implemented, and in order to further safeguard the interest of investors, the SEBI and the Stock Exchanges have introduced additional surveillance measures (“ASM”) and graded surveillance measures (“GSM”). ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain objective parameters such as share price, price-to-earnings ratio, percentage of delivery, client concentration, variation in volume of shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on Listed Securities where their price quoted on the Stock Exchanges is not commensurate with, among other things, the financial performance and financial condition measures such as earnings, book value, fixed assets, net-worth, other measures such as price-to-earnings multiple and market capitalization and overall financial position of the concerned listed company, the Listed Securities of which are subject to GSM. Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. Any such instance may result in a loss of our reputation and diversion of our management’s attention and may also decrease the market price of our Equity Shares which could cause you to lose some or all of your investment. 54. Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by our major shareholders may adversely affect the trading price of our Equity Shares. Any future equity issuances by our Company may lead to the dilution of investors’ shareholdings in our Company. In addition, any sale of substantial Equity Shares in the public market after the completion of this 55 | Pa geIssue, including by our major shareholders, or the perception that such sales could occur, could adversely affect the market price of the Equity Shares and could significantly impair our future ability to raise capital through offerings of the Equity Shares. We cannot predict what effect, if any, market sales of the Equity Shares held by the major shareholders of our Company or the availability of these Equity Shares for future sale will have on the market price of our Equity Shares. 55. There is no existing market for our Equity Shares, and we do not know if one will develop. Our stock price may be highly volatile after the Issue and, as a result, you could lose a significant portion or all of your investment. There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all and any trading closures at the Stock Exchanges may adversely affect the trading price of our Equity Shares. Further, we cannot predict the extent to which investor interest will lead to the development of an active trading market on the Stock Exchanges or how liquid that market will become. If an active market does not develop, you may experience difficulty selling the Equity Shares that you purchased. The Issue Price is not indicative of prices that will prevail in the open market following the Issue. Consequently, you may not be able to sell your Equity Shares at prices equal to or greater than the Issue Price. The market price of the Equity Shares on the Stock Exchanges may fluctuate after listing as a result of several factors, including the following:  Volatility in the Indian and other Global Securities Markets;  The performance of the Indian and Global Economy;  Risks relating to our business and industry, including those discussed in this Draft Red Herring Prospectus;  Strategic actions by us or our competitors;  Investor perception of the investment opportunity associated with our future performance;  Adverse media reports about us or our shareholders;  Future sales of the Equity Shares;  Variations in our half-yearly results of operations;  Differences between our actual financial and operating results and those expected by investors and analysts;  Our future expansion plans;  Perceptions about the performance of companies engaged in industrial capital goods sector generally;  Perception in the market about investments in the Industrial sector capital goods;  Significant developments in the regulation of the trading and distribution industry in our key trade locations;  Changes in the estimates of our performance or recommendations by financial analysts;  Significant developments in India’s economic liberalization and deregulation policies; and  Significant developments in India’s fiscal and environmental regulations. There has been significant volatility in the Indian stock markets in the recent past, and our Equity Share. Price could fluctuate significantly as a result of market volatility. A decrease in the market price of the Equity Shares could cause you to lose some or all of your investment. 56 | Pa ge56. Investors can be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares Under current Indian tax laws, capital gains arising from the sale of equity shares within 12 months in an Indian company are classified as short term capital gains and generally taxable. Any gain realized on the sale of listed equity shares on a stock exchange that are held for more than 12 months is considered as long-term capital gains and is taxable at 12%, in excess of ₹1,25,000. Any long-term gain realized on the sale of equity shares, which are sold other than on a recognized stock exchange and on which no STT has been paid, is also subject to tax in India. Capital gains arising from the sale of equity shares are exempt from taxation in India where an exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable to pay tax in India as well as in their own jurisdiction on a gain on the sale of equity shares. 57. The ability of Indian companies to raise foreign capital may be constrained by Indian law. As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those specified under FEMA. Such regulatory restrictions limit our financing sources for our projects under development and hence could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our business growth, results of operations and financial condition. 58. Any downgrading of India's debt rating by a domestic or international rating agency could adversely affect our Company's business. Any adverse revisions to India's credit ratings for domestic and international debt by domestic or international rating agencies may adversely affect our Company's ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could harm our Company's business and financial performance and ability to obtain financing for capital expenditures. 59. Conditions in the Indian securities market and stock exchanges may affect the price and liquidity of our Equity Shares. Indian stock exchanges, which are smaller and more volatile than stock markets in developed economies, have in the past, experienced problems which have affected the prices and liquidity of listed securities of Indian companies. These problems include temporary exchange closures to manage extreme market volatility, broker defaults, settlement delays and strikes by broker. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected. Further, a closure of, or trading stoppage on, either of the Stock Exchanges could adversely affect the trading price of our Equity Shares. 60. The requirements of being a listed company may strain our resources. We are not a listed company. We have not been subjected to the increased scrutiny of our affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will incur significant legal, accounting, corporate governance, and other expenses that we did not incur as an unlisted company. We will be subject to the equity listing agreement with the Stock Exchange which will require us to file audited annual and half yearly reports with respect to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies. Further, as a listed company, we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily 57 | Pa getransactions to support the existence of effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosures controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, our management’s attention may be diverted from business concerns, which may adversely affect our business, prospects, financial condition, and results of operations. Further, we may need to hire additional legal and accounting staff with appropriate listed company experience and technical accounting knowledge but cannot assure that we will be able to do so in a timely and efficient manner. 61. Delay in raising funds from the IPO could adversely impact the growth rate. The proposed use of issue proceeds, as detailed in the section titled “Objects of the Issue” on page no. 101 is to be partially and/or wholly funded from the proceeds of this IPO. We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule which may adversely impact the growth rate of our Company. We, therefore, cannot assure that we would be able to execute the expansion process within the given time frame, or within the costs as originally estimated by us. Any time overrun or cost overrun may adversely affect our growth plans and profitability. 62. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of BSE in a timely manner, or at all. In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the Issue will not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on the SME Platform of BSE. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares. EXTERNAL RISK FACTORS 63. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may adversely affect our business, results of operations, financial condition and cash flows. Investors can be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares or dividend paid thereon. The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the instances mentioned below, may adversely affect our business, results of operations, financial condition and cashflows, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. For instance, due to the COVID-19 pandemic, the Government of India also passed the Taxation and Other Laws (Relaxation of Certain Provisions) Act, 2020, implementing relaxations from certain requirements under, among others, the Central Goods and Service Tax Act, 2017 and Customs Tariff Act, 1975. Further, the Government of India has notified the Finance Act, 2023, which has introduced various amendments. The Government of India has also proposed an alteration to the concessional basic customs duty rate on drugs, medicines, diagnostic kits or equipment and bulk drugs used in the manufacture of drugs and specified goods for use in the pharmaceutical and bio-technology sectors imported for use in research and development. In respect of goods and services tax (“GST”), the Government of India has restricted the availability of input tax credit in certain circumstances, such as where a vendor has been non-compliant with furnishing details of supply made to us or discharging GST. Further, the Finance Act, 2023 has proposed to consider perquisites or benefits arising from business whether convertible into money or not or payable in cash or kind, as taxable income. Such changes may adversely affect our business, results of operations, financial condition and cash flows. We have not fully determined the effect of these recent and proposed laws and regulations on our business. We cannot predict whether any amendments made pursuant to the Finance Act 2023 would have an adverse effect 58 | Pa geon our business, results of operations, financial condition and cash flows. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. Uncertainty in the applicability, interpretation, or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current businesses or restrict our ability to grow our businesses in the future. Our Company cannot predict whether any tax laws or other regulations affecting it will be enacted or predict the nature and effect of any such laws or regulations or whether, if at all, any laws or regulations would have an adverse effect on our business, results of operations, financial condition and cash flows. 64. Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price. Global economic and political factors that are beyond our control, influence forecasts and directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer debt levels, unemployment trends and other matters that influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude, which may negatively affect our stock prices. 65. System failures or inadequacy and security breaches in computer systems may adversely affect our business. Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions. Our financial, accounting or other data processing systems may fail to operate adequately or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communication services. We may experience difficulties in upgrading, developing and expanding our systems quickly enough to accommodate our growing customer base and range of services our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could compromise data integrity and security. Any failure to effectively maintain or improve or upgrade our systems in a timely manner could materially and adversely affect our competitiveness, financial position and results of operations. Moreover, if any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located. 66. With time we might be liable to other labor laws which were not applicable before leading to increase cost and time to be invested in its compliance. Employees form the integral part of the operation of our business. Any labor disputes or unrests could lead to lost production, increased costs or delays which could lead to penalties. We are subject to a number of stringent labor legislation that protects the interests of workers and defines our duties and obligations towards them in the capacity of principal employers, including legislations that sets forth detailed procedures for employee removal and dispute resolution and impose financial obligations on us. We are also subject to state and local laws and regulations. If labor laws become more stringent or are more strictly enforced, it may become difficult for us to maintain flexible human resource policies, discharge employees or downsize, any of which could have an adverse effect on our business, results of operations, financial condition and cash flows. Any organizational changes, including changes in salaries and wages and other employee benefits that are, or are perceived to be negative, could result in an increased attrition rate. We cannot assure you that there may not be incidences of labor unrest and absenteeism from work by some of our employees. Labour shortages could increase the cost of labor and hinder our productivity and ability to adhere to our delivery schedules for our projects, which would materially and adversely affect our business, financial condition, results of operations and prospects. 59 | Pa ge67. Our Company is subject to risk arising from changes in interest rates and banking policies. Increased interest rates will have a bearing on profitability and credit controls will have an effect on our liquidity and will have serious effects on adequate working capital requirements. We are dependent on various banks for arranging of our working capital requirement etc. Accordingly, any change in the existing banking policies or increase in interest rates may have an adverse impact on profitability of our company. 68. If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional rate in order to pass costs on to our customers and our profits might decline. Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of transportation, wages, raw materials and other expenses relevant to our business. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to our customers, whether entirely or in part, and may adversely affect our business, cash flows and financial condition. In particular, we might not be able to reduce our costs or increase the amount of commission to pass the increase in costs on to our customer. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. Further, the Government of India has previously initiated economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future. 69. Civil disturbances, extremities of weather, regional conflicts and other political instability may have adverse effects on our operations and financial performance. Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities may cause interruption in the business undertaken by us. Our operations and financial results and the market price and liquidity of our equity shares may be affected by changes in Indian Government policy or taxation or social, ethnic, political, economic or other adverse developments in or affecting India. 70. A decline in economic growth or political instability nationally or internationally or changes in the Government in India could adversely affect our business. Our performance and the growth of our business are necessarily dependent on the health and performance of the overall Indian economy. In the recent past, Indian economy has been affected by global economic uncertainties and liquidity crisis, domestic policy and political environment, volatility in interest rates, currency exchange rates, commodity and electricity prices, adverse conditions affecting agriculture, rising inflation rates and various other factor Risk management initiatives by banks and lenders in such circumstances could affect the availability of funds in the future or the withdrawal of our existing credit facilities. The Indian economy is undergoing many changes and it is difficult to predict the impact of certain fundamental economic changes on our business. Conditions outside India, such as a slowdown or recession in the economic growth of other major countries, especially the United States, have an impact on the growth of the Indian economy. Additionally, an increase in trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and our business. Any downturn in the macroeconomic environment in India could adversely affect our business, financial condition, results of operation and the trading price of our Equity Shares. Volatility, negativity, or uncertain economic conditions could undermine the business confidence and could have a significant impact on our results of operations. Changing demand patterns from economic volatility and uncertainty could have a significant negative impact on our results of operations. Further, our performance and the market price and liquidity of the Equity Shares may be affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India. The GoI has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. Our business, the market price and liquidity of the Equity Shares may be affected by changes in GoI policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. 60 | Pa ge71. Any disproportionate increase in labor costs including increase in wage/salary demand, labor unrest or labor claims arising from accidents may adversely affect our business operations and financial conditions. Our increasing business operations may require our employee strength to increase in future. In the past our Company has not experienced any labor unrest, but there is no assurance that it will not experience the same at any time in the future. Also, there is a possibility that the labour costs increase disproportionately due to increase in wage/salary demand. In this event, if our Company is unable to pass on the increased costs to our customers, our business operations and financial conditions may be adversely affected. 72. Any Penalty or demand raised by statutory authorities in future will affect our financial position of the Company. Our Company is engaged in the manufacturing business, which attracts tax liability such as Goods and Service tax and Income tax as per the applicable provisions of Law. We are also subject to the labour laws like depositing of contributions with Provident Fund, Employee State Insurance and Professional Tax. Any demand or penalty raised by the concerned authority in future for any previous year and current year will affect the financial position of the Company. 73. Regional hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war involving India and other countries may result in a loss of investor confidence and adversely affect the financial markets and our business. Terrorist attacks, civil unrest and other acts of violence or war may negatively affect the Indian markets on which our Equity Shares will trade and also adversely affect the worldwide financial markets. In addition, the Asian region has from time-to-time experienced instances of civil unrest and hostilities among neighboring countries. Hostilities and tensions may occur in the future and on a wider scale. Such activities in India may result in investor concern about stability in the region, which may adversely affect the price of our Equity Shares. Events of this nature in the future, as well as social and civil unrest within other countries in the world, could influence the Indian economy and could have an adverse effect on the market for securities of Indian companies, including our Equity Shares. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 61 | Pa geSECTION IV – INTRODUCTION THE ISSUE Present Issue in terms of this Draft Red Herring Prospectus: Equity Shares offered (1)(2) Issue of upto 22,41,600* Equity Shares of face value of ₹10/- each fully Present Issue of Equity Shares paid-up of our Company for cash at a price of ₹[●] per Equity Share by our Company aggregating to ₹[●] Lakhs. Reserved for Market Makers Upto 1,12,800 Equity Shares of face value of ₹10/- each fully paid-up of our Company for cash at a price of ₹[●] per Equity Share aggregating to ₹ [●] Lakhs. Net Issue to the Public Upto 21,28,000 Equity Shares of face value of ₹10/- each fully paid-up of our Company for cash at a price of ₹[●] per Equity Share aggregating to ₹ [●] Lakhs. A. QIB Portion (3)(4) Not more than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per Equity Share each aggregating to ₹[●] Lakhs. i. Anchor Investor Portion Upto [●] Equity Shares aggregating up to ₹[●] lakhs. ii.Net QIB Portion (assuming Upto [●] Equity Shares aggregating up to ₹[●] lakhs. Anchor Investor Portion is fully subscribed) a) Available for allocation Upto [●] Equity Shares aggregating up to ₹[●] lakhs. to Mutual Funds only (5% of the Net QIB Portion) b) Balance of QIB Portion Upto [●] Equity Shares aggregating up to ₹[●] lakhs. for all QIBs including Mutual Funds c) Non-Institutional Not less than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per Investors Portion Equity Share each aggregating to ₹[●] Lakhs. d) Retail Individual Not less than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per Investors Portion Equity Share each aggregating to ₹[●] Lakhs. Equity Shares outstanding 6,27,13,600 Equity Shares of ₹10/- each. prior to the Issue Equity Shares outstanding Upto 8,51,29,600 Equity Shares of ₹10/- each. after the Issue Use of Proceeds Please refer to the chapter titled “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. * Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon determination of issue price. Notes: (1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. This Issue is being made by our company in terms of Regulation of 229 (1) and Regulation 253 (1) of SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post - issue paid up equity share capital of our company are being issued to the public for subscription. (2) The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on December 10, 2024 and by the shareholders of our Company, pursuant to section 62(1)(c) of the Companies Act, 2013, vide a special resolution passed at the Extra-Ordinary General Meeting held on 62 | Pa geJanuary 06, 2025. (3) The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which states that, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and not more than 50% of the Net Issue shall be allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Issue Price. Accordingly, we have allocated the Net Issue i.e., not more than 50% of the Net Issue to QIB and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Investors and not less than 15% of the Net Issue shall be available for allocation to non-institutional bidders. (4) Our Company may, in consultation with the Book Running Lead Manager, allocate up to 60% 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 in the Anchor Investor Portion, the remaining Equity Shares shall be added to the 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 QIB Portion 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 Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, 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 further details, please refer section titled “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. (5) In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received at or above the Issue Price. Allocation to investors in all categories, except the Retail Portion, shall be made on a proportionate basis subject to valid bids received at or above the Issue Price. The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot, and subject to availability of Equity Shares in the Retail Portion, the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. (6) In the event of an under-subscription in the issue and compliance with Rule 19(2)(b) of the SCRR, our Company and the BRLM shall first ensure Allotment of Equity Shares offered pursuant to the Fresh Issue by the Issuer. Subject to valid Bids being received at or above the Issue 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 Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws. 63 | Pa geSUMMARY OF FINANCIAL INFORMATION ANNEXURE – I: STATEMENT OF ASSETS AND LIABILITIES (₹ in Lakhs) Particulars Period Year Year Ended Year Ended 30th Ended 31st 31st March, Ended 31st November, March, 2023 March, 2024 2024 2022 Equity and Liabilities Shareholders’ Funds Share Capital 627.14 78.39 70.00 70.00 Reserves and Surplus 349.60 560.86 128.59 22.93 Total Equity 976.74 639.25 198.59 92.93 Non-Current Liabilities Long-Term Borrowings 220.27 162.69 181.86 94.05 Deferred Tax Liabilities (Net) - 2.35 3.26 1.66 Other Long-Term Liabilities - - - - Long-Term Provisions 15.84 15.95 6.94 4.90 Total Non- Current Liabilities 236.11 180.99 192.06 100.61 Current liabilities Short-term borrowings 476.83 519.30 342.65 236.91 Trade payables i) Total outstanding dues of micro enterprise 64.12 121.30 145.41 154.63 and small enterprise ii) Total outstanding dues other than micro 451.29 459.72 408.59 298.32 enterprise and small enterprise Other current liabilities 30.44 19.32 15.54 45.67 Short-term provisions 238.07 86.13 66.58 20.04 Total Current Liabilities 1,260.76 1,205.79 978.77 755.57 TOTAL EQUITY & LIABILITIES 2,473.61 2,026.02 1,369.42 949.11 Assets Non-Current Assets Property, Plant and Equipment and Intangible Assets Tangible assets 87.42 109.10 113.14 91.75 Capital Work In Progress 0.75 - - - Long-Term Loans and Advances 12.56 83.36 187.01 119.47 Deferred Tax Assets 2.72 - - - Total Non-Current Assets 103.46 192.46 300.15 211.22 Current Assets Short-Term Loans and Advances 65.98 73.86 45.95 33.57 Other Current Assets 4.37 - - - Trade Receivables 2,226.46 1,615.18 860.88 640.30 64 | Pa geParticulars Period Year Year Ended Year Ended 30th Ended 31st 31st March, Ended 31st November, March, 2023 March, 2024 2024 2022 Inventories 17.70 143.89 150.08 50.33 Cash and Bank Balances 55.64 0.64 12.37 13.68 Total Current Assets 2,370.15 1,833.56 1,069.28 737.88 TOTAL ASSETS 2,473.61 2,026.02 1,369.42 949.11 [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 65 | Pa geANNEXURE – II: STATEMENT OF PROFIT & LOSS (₹ in Lakhs) Year Period Year Ended Year Ended Ended Particulars Ended 30th 31st March, 31st March, 31st Nov, 2024 2024 2023 March, 2022 Revenue Revenue from operations 2,068.16 1,558.62 653.80 959.85 Other income 157.82 25.47 65.39 95.61 2,225.98 1,584.09 719.19 1,055.46 Total Income Expenses Cost of materials consumed 1,152.69 975.41 334.93 767.37 Employee Benefits Expense 67.41 88.10 59.30 61.80 Finance Costs 89.10 93.27 72.09 43.35 Depreciation and amortisation Expense 4.24 5.07 3.69 0.83 Other Expenses 469.35 240.53 107.91 166.22 1,782.79 1,402.37 577.93 1,039.57 Total Expenses PROFIT BEFORE EXCEPTIONAL & 443.19 181.72 141.27 15.88 EXTRAORDINARY ITEMS & TAX Exceptional/Prior Period Items - - - - PROFIT BEFORE TAX 443.19 181.72 141.27 15.88 Tax Expense Current tax 110.78 46.59 34.00 3.17 Deferred tax (credit)/charge (5.07) (0.91) 1.60 1.66 Total Tax Expenses 105.70 45.69 35.60 4.83 Profit for the period / year 337.49 136.03 105.66 11.06ANNEXURE – II: STATEMENT OF CASH FLOW (₹ in Lakhs) Year Year Year Ended Period Ended Ended 31st Ended 31st Particulars 31st 30th Nov, 2024 March, March, March, 2024 2023 2022 A. Cash flow from operating activities 443.19 181.72 141.27 15.88 Profit before tax, as restated Adjustments for : 4.24 5.07 3.69 0.83 Depreciation and amortisation expense 3.06 - - - Loss/(Gain) on Sale of Assets 89.10 93.27 72.09 43.35 Finance costs (4.90) (4.01) (1.21) (0.02) Interest & Dividend income 534.70 276.05 215.84 60.04 Operating profit before working capital changes Changes in working capital: (Increase) / decrease Inventories 126.19 6.19 (99.75) 72.91 (611.28) (754.30) (220.91) (216.60) (Increase) / decrease in Trade Receivables (4.37) - - - (Increase) / decrease in Other Current Assets (Increase) / decrease in Long Term Loans and - 107.17 (0.20) (119.47) Advances (Increase) / decrease in Short term Loans and 7.88 - - 1 4 . 91 Advances 27.91 12.37 - 2 7 .02 101.39 18.42 Increase / (decrease) in Trade Payables 65.61 11.11 3.79 - 4 1 . 58 Increase / (decrease) in Other Current Liabilities 30.13 Increase / (decrease) in Long Term Provision/ Non (0.12) 9.01 2.04 (6.58) Current Liabilities Increase / (decrease) in Short Term Provision 41.17 18.15 13.84 19.33 39.67 (334.84) (30.26) (115.47) Cash generated from / (utilised in) operations 0.00 (45.19) (1.31) (3.17) Less : Income tax paid 39.67 (380.03) (31.57) (118.64) Net cash flow generated from/ (utilised in) operating activities (A) B. Cash flow from investing activities 13.62 (1.03) (25.08) (0.22) Net (Purchase) / Proceeds on property, plant and equipment, Intangible assets 70.79 (3.52) (67.34) - Net Fixed Deposit (invested) / redeemed 4.90 4.01 1.21 0.02 Interest and Dividend Received 89.31 (0.54) (91.21) (0.20) Net cash flow utilised in investing activities (B) C. Cash flow from financing activities Net of (Repayment)/Proceeds from Short Term (42.48) 176.64 105.74 236.91 Borrowings Net of (Repayment)/Proceeds from Long Term 57.59 (19.16) 87.81 (133.30) Borrowings 69 | Pa geYear Year Year Ended Period Ended Ended 31st Ended 31st Particulars 31st 30th Nov, 2024 March, March, March, 2024 2023 2022 - 304.63 - 69.00 Equity Share issued along with share premium (89.10) (93.27) (72.09) (43.35) Interest/Finance Charges Paid (73.99) 368.84 121.46 129.26 Net cash flow generated from/ (utilised in) financing activities (C) Net (decrease)/ increase in cash & cash 55.00 (11.73) (1.31) 10.43 equivalents (A+B+C) Cash and cash equivalents at the beginning of the 0.64 12.37 13.68 3.25 period/ year Cash and cash equivalents at the end of the 55.64 0.64 12.37 13.68 period/ year [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 70 | Pa geGENERAL INFORMATION Our Company was originally incorporated as Private Limited, under the Companies Act, 2013 (“Companies Act”) in the name and style of “Asston Pharmaceuticals Private Limited” on April 16, 2019 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai, Maharashtra. Later on, company was converted into Public Limited company and subsequently, the name of our Company was changed to “Asston Pharmaceuticals Limited” vide the Board Resolution dated May 22, 2024 and Special Resolution dated June 17, 2024 and fresh Certificate of Incorporation dated August 29, 2024 was issued by the Registrar of Companies, Mumbai, Maharashtra. For details of Conversion of Company, please refer to section titled “History and Corporate Structure” beginning on page 182 of this Draft Red Herring Prospectus. BRIEF INFORMATION ON COMPANY AND ISSUE Particulars Details Name of Issuer Asston Pharmaceuticals Limited Registered Office 4th Floor, Office No A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane - 400614, Maharashtra, India; Telephone No.: +91- 22 49731419/49731411; Web site: www.asstonpharmaceuticals.com E-Mail: info@asstonpharmaceuticals.com Contact Person: Vandana Mishra Date of Incorporation April 16, 2019 Company Identification U24304MH2019PLC324187 Number Company Registration 324187 Number Company Category Company Limited by Shares Registrar of Company ROC – Mumbai Address of the RoC Registrar of Companies, 100, Everest, Marine Drive, Mumbai- 400002, Maharashtra, India Company Secretary and Vandana Mishra; Compliance Officer C/o.: Asston Pharmaceuticals Limited; Address: 4th Floor, Office No A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane – 400 614, Maharashtra, India; Telephone No.: +91 22 49731411/+91 2249731419; Web site: www.asstonpharmaceuticals.com E-Mail : cs@asstonpharmaceuticals.com Designated Stock Exchange SME Platform of BSE Limited (BSE) Address: 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001, Maharashtra, India Tel. No: 022 – 2272 1233/34 Website: www.bseindia.com Issue Programme Issue Opens On: [●] Issue Close On: [●] Anchor Investor Bid/Issue Period* [●] *The Company may, in consultation with the Book Running Book Running Lead Manager, 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. Investor Grievances: Investors can contact the Company Secretary and Compliance Officer, the BRLM or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems, such as non-receipt of letters of allotment, non-credit of allotted equity shares in the respective beneficiary account, non-receipt of refund orders and non-receipt of funds by electronic mode. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted. The Applicant should give full details such as name of the sole or first Applicant, ASBA Form number, Applicant DP ID, Client ID, PAN, date of the ASBA Form, details of UPI IDs (if applicable), address of the Applicant, number of Equity Shares applied for and the name and address of the Designated Intermediary where the ASBA Form was submitted by the ASBA Applicant. All grievances relating to the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as name of the sole or first Applicant, Bid cum Application Form number, Applicants DP ID, Client ID, PAN, date of 71 | Pa gethe Anchor Investor Application Form, address of the Applicant, number of Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the relevant BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor. For all Issue related queries and for redressal of complaints, investors may also write to the BRLM. Further, the investors shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents/information mentioned hereinabove. BOARD OF DIRECTORS OF OUR COMPANY Presently our Board of Directors comprises of the following Directors: S. Name of Directors Designation Address DIN No. 1. Dr. Ashish Narayan Managing Director C-402, Siddheshwar Palms 06601011 Sakalkar CHS, Kalyan Shil Road, Desai Naka, Khidkali, Kalyan, Thane - 421 204, Maharashtra, India 2. Saili Jayaram More Whole Time Director and 201, Shree Sai Sparsh CHS, 02691527 Chief Executive Officer Plot No. 240, 5th Road, Sector-21, Nerul Node-3, Nerul, Navi Mumbai- 400706, Maharashtra, India 3. Sachin Chandrakant Non-Executive Director Flat No. 301, Heramb 08685214 Badakh Apartment, B Wing, New D P Road, Swami Samarth Nagar, Badlapur (East) - 421503, Maharashtra, India 3. Rishabh Kumar Jain Non-Executive Ward No. 24, Dhobi Pada, 10611758 Independent Director Gali No. 1, Baraut, Baghpat, Uttar Pradesh- 250611, India. 5. Vijaya Shahpurkar Non-Executive 550, New Vaddeem, Near 10767960 Independent Director Saibaba Temple, Vasco Mormugao, Panaji, South Goa- 403802, India For further details pertaining to the education qualification and experience of our directors, please refer the chapter titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. DETAILS OF KEY MARKET INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY Book Running Lead Manager Registrar to the Issue SOBHAGYA CAPITAL OPTIONS PRIVATE MAASHITLA SECURITIES PRIVATE LIMITED LIMITED Address: 451, Krishna Apra Business Square, Netaji Address: C-4 to C-11, Gate No-01, Hosiery Subhash Place, Pitampura, Delhi 110 034, India. Complex, Phase-II Extension, Noida-201305 Tel. No.: +91 7836066001 Tel. Number: +91 11 47581432; Email Id: ipo@maashitla.com; Email: cs@sobhagyacap.com Investor Grievance Email: delhi@sobhagyacap.com Website: www.maashitla.com; Website: www.sobhagyacapital.com Contact Person: Mr. Mukul Agrawal Contact Person: Mr. Rishabh Singhvi/ Ms. Nisha CIN No: U67100DL2010PTC208725 SEBI Registration No.: MB/INM000008571 SEBI Registration No.: INR000004370 72 | Pa geStatutory Auditor & Peer Review Auditor* Bankers to the Company M/s. Doshi Doshi & Co., Chartered Accountant. ICICI Bank Limited Address: F-704, Aurum Sky, Opp. Empire Business Address: ICICI Bank Limited, Plot no. 42A, Shop Hub, Ahmedabad 380 060, India. no.14, 15, Sector 11, Balaji Bhavan, Near Belapur Tel. Number: +91 91674 04303 CBD Station, Navi Mumbai-400 614, Maharashtra, India. Email: chintan@ddco.in Tel. no. +91 9619920649 Contact Person: Chintan Doshi Email id: sujata.jha@icicibank.com Membership No: 158931 Website: www.icicibank.com Peer Review Certificate No.: 014874 Contact Person: Sujata Jha F.R.N.: 153683W Bankers to the Company Bankers to the Issue/ Refund Banker/ Sponsor Bank** Bank of Maharashtra Address: Mahabank Bldg 71-E, Dayanand Saraswati Road, Chembur, Mumbai-400 071, Maharashtra, India. Tel. no. +91 22 25284296 Email id: bom89@mahabank.co.in [●] Website: www.bankofmaharashtra.in Contact Person: Abhishek K Singh (Manager BOM, Chembur Branch) Syndicate Member** Legal Advisor M/s. RMA Legal Address: 209, Midas Sahar Plaza Complex Andheri Kurla Road, Andheri (East) [●] Mumbai 400 059 Tel. No.: +919987933318; Email meenakshi@rmalegal.net Contact Person: Meenakshi Acharya * M/s Doshi Doshi & Co, Chartered Accountants holds a valid peer review certificate number 014874 issued by the “Peer Review Board” of the Institute of Chartered Accounts of India, New Delhi. **The Bankers to the Issue/ Refund Banker/ Sponsor Bank and Syndicate Member shall be appointed prior to filing of the Draft Red Herring Prospectus with the RoC. DESIGNATED INTERMEDIARIES Self-Certified Syndicate Banks (SCSB’s) The list of SCSBs, as updated till date, is available on website of Securities and Exchange Board of India at below link. https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34; https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 Investors are requested to refer the SEBI website for updated list of SCSBs and their 33 designated branches. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from the Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time Self-Certified Syndicate Banks eligible as Sponsor Banks for UPI The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank for UPI mechanism are provide on the website of SEBI on- https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=41 Syndicate SCSB Branches In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors Applying using the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI 73 | Pa ge(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is provided as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, as amended. BROKER TO THE ISSUE Bidders (other than RIBs) can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e., through the Registered Brokers at the Broker Centers. The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchange at www.bseindia.com, as updated from time to time. REGISTRAR AND SHARE TRANSFER AGENTS (RTA) The list of the RTAs eligible to accept ASBA Forms (other than RIBs) at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of the Stock Exchange at https://www.nseindia.com/products-services/initial-public-offerings-asba-procedures, as updated from time to time. COLLECTING DEPOSITORY PARTICIAPNTS The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated CDP Locations, including details such as name and contact details, are provided at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for NSDL CDPs and at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18 for CDSL CDPs, as updated from time to time. 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) and updated from time to time. STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES Since SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED is only Book Running Lead Manager to the issue, all the responsibility of the issue will be managed by them. CREDIT RATING As this is an issue of Equity Shares, there is no credit rating for this Issue. IPO GRADING Since the issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 there is no requirement of appointing an IPO Grading agency. FILING OF DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS/ PROSPECTUS WITH THEM BOARD AND THE REGISTRAR OF COMPANIES The Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus shall be filed on the platform of BSE SME situated at 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001, Maharashtra, India. Pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022, Draft Red Herring Prospectus shall not be submitted to SEBI, however, soft copy of Prospectus with the Due Diligence Certificate shall be submitted to SEBI pursuant to Regulation 246(1), and SEBI Circular Number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, through SEBI Intermediary Portal at https://siportal.sebi.gov.in. SEBI will not issue any observation on the Issue document in term of Regulation 246(2) of the SEBI ICDR Regulations. A copy of the Red Herring Prospectus/ Prospectus, along with the material contracts and documents referred elsewhere in the Prospectus, will be delivered to the RoC Office situated at 100, Everest, Marine Drive, Mumbai 400 002, Maharashtra, India and the same will also be available on the website of the company www. asstonpharmaceuticals.com for inspection. CHANGES IN AUDITORS Except as stated below, there has been no Change in the Auditors of our Company during the last three years: 74 | Pa geName of Auditor Appointment/ Date of Appointment Reason Resignation / Resignation POOJA V. RAVANI & CO; Appointment December 31, 2020 Appointment as the CA Pooja Ravani; statutory auditor for the Membership No: 163629; Financial Year 2020- F.R.N.: 140450W 21 to 2022-23. Yash A Jain & Associates; Appointment June 11, 2024 Appointment as the CA Yash Jain statutory auditor for the Membership No: 605637; Financial Year 2023- F.R.N.: 028845Cne 24 Doshi Doshi & Co. Appointment October 01, 2024 Appointment as the CA Chintan R. Doshi statutory auditor for the Membership No: 158931 Financial Year 2024- F.R.N.: 153683W 29 TRUSTEES As this is an issue of Equity Shares, the appointment of Trustees is not required. APPRAISAL AND MONITORING AGENCY As per SEBI (ICDR) Regulations, 2018, appointment of monitoring agency is required only if Issue size exceeds ₹10,000 Lakh. Hence, our Company is not required to appoint a monitoring agency in relation to the issue. However, Pursuant to Regulation 32(3) of the SEBI (LODR) Regulations, 2015, our Company shall on a half yearly basis disclose to the Audit Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds remains unutilized, our Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s balance sheet (s) clearly specifying the amount of and purpose for which Net Proceeds have been utilized so far, and details of amounts out of the Net Proceeds that have not been utilized so far, also indicating interim investments, if any, of such unutilized Net Proceeds. In the event that our Company is unable to utilize the entire amount that we have currently estimated for use out of the Net Proceeds in a fiscal, we will utilize such unutilized amount in the next fiscal. Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulations, 2015, our Company shall furnish to the Stock Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the utilization of the Net Proceeds for the objects stated in this Draft Red Herring Prospectus. TYPE OF ISSUE The present Issue will be done through 100% Book Building Process. BOOK BUILDING PROCESS Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The Price Band shall be determined by our Company in consultation with the Book Running Lead Manager in accordance with the Book Building Process, and advertised in in all editions of the English national newspaper [●], all editions of Hindi national newspaper [●] and Mumbai edition of Regional newspaper [●] where our registered office is situated at least two working days prior to the Bid/ Issue Opening date. The Issue Price shall be determined by our Company, in consultation with the Book Running Lead Manager in accordance with the Book Building Process after the Bid/ Issue Closing Date. Principal parties involved in the Book Building Process are:  Our Company;  The Book Running Lead Manager in this case being Sobhagya Capital Options Private Limited;  The Syndicate Member(s) who are intermediaries registered with SEBI/ registered as brokers with BSE Limited and eligible to act as Underwriters. The Syndicate Member(s) will be appointed by the Book Running Lead Manager;  The Registrar to the Issue and;  The Designated Intermediaries and Sponsor bank 75 | Pa geThe SEBI (ICDR) Regulations have permitted the Issue of securities to the public through the Book Building Process, wherein allocation to the public shall be made as per Regulation 253 of the SEBI (ICDR) Regulations. The Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company may in consultation with the Book Running Lead Manager allocate upto 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations (the “Anchor Investor Portion”), 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 Issue Price. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the 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. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders, in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders may participate in the Issue through an ASBA process by providing details of their respective bank account which will be blocked by the SCSBs. All Bidders are mandatorily required to utilize the ASBA process to participate in the Issue. Under-subscription if any, in any category, except in the QIB Category, would be allowed to be met with spill over from any other category or a combination of categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange. All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Issue. 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. Retail Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Period. Allocation to the Anchor Investors will be on a discretionary basis. Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made on a proportionate basis, except for Retail Portion where allotment to each Retail Individual Bidders shall not be less than the minimum bid lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Under – subscription, if any, in any category, would be allowed to be met with spill – over from any other category or a combination of categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Stock Exchange. However, under- subscription, if any, in the QIB Portion will not be allowed to be met with spill over from other categories or a combination of categories. 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 (except Anchor Investors) applying in a public issue 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, Retail Individual Investors applying in public issue 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. For details in this regards, specific attention are invited to the chapter titled “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. The process of Book Building under the SEBI (ICDR) Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors. 76 | Pa geBid Quantity Bid Amount (₹) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00% The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Company in consultation with the BRLM, may finalize the Issue Price at or below such Cut-Off Price, i.e., at or below ₹22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories. Steps to be taken by the Bidders for Bidding: 1. Check eligibility for making a Bid (see section titled “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus; 2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form; 3. Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories. 4. Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. The exemption for Central or State Governments and officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims of the investors by collecting sufficient documentary evidence in support of their claims. 5. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid cum Application Form; Bid/ Issue Program: Events Indicative Dates Bid/Issue Opening Date. [●](1) Bid/ Issue Closing Date. [●](2) (3) Finalization of Basis of Allotment with the Designated Stock On or before [●] Exchange. Initiation of Allotment / Refunds / Unblocking of Funds from ASBA [●] Account or UPI ID linked bank account.* Credit of Equity Shares to Demat accounts of Allottees. [●] Commencement of trading of the Equity Shares on the Stock [●] Exchange. 1. Our Company in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations. 2. Our Company in consultation with the BRLM, may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. 3. UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Issue Closing Date, i.e. [●]. *In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Application Amount, whichever is higher from the date on which the request for cancellation / withdrawal / deletion is placed in the Stock Exchanges Applying platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Applicant shall be compensated at a uniform rate ₹ 100 per day or 15% per annum 77 | Pa geof the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application Amount, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding four Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The post Issue LM shall be liable for compensating the Applicant at a uniform rate of ₹100 per day or 15% per annum of the Application Amount, whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are unblocked. 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 read with SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. 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 SEBI Circular No. SEEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead Manager. 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 three Working Days of the Bid/ Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period by our Company, revision of the Price Band 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. Bid Cum Application Forms and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST) during the Issue Period (except for the Bid/ Issue Closing Date). On the Bid/ Issue Closing Date, the Bid Cum Application Forms will be accepted only between 10.00 A.M. to 3.00 P.M. (IST) for retail and non-retail Bidders. The time for applying for Retail Individual Bidder on Bid/Issue Closing Date maybe extended in consultation with the Book Running Lead Manager, RTA and BSE taking into account the total number of applications received up to the closure of timings. Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/Issue Closing Date, Bidders are advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later than 3.00 P.M. (IST) on the Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bid Cum Application Forms are received on the Bid/Issue Closing Date, as is typically experienced in public Issue, some Bid Cum Application Forms may not get uploaded due to the lack of sufficient time. Such Bid Cum Application Forms that cannot be uploaded will not be considered for allocation under this Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the Book Running Lead Manager is liable for any failure in uploading the Bid Cum Application Forms due to faults in any software/hardware system or otherwise. In accordance with SEBI (ICDR) Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Retail Individual Bidders can revise or withdraw their Bid Cum Application Forms prior to the Bid/Issue Closing Date. Allocation to Retail Individual Bidders, in this Issue will be on a proportionate basis. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum Application Form, for a particular Bidder, the details as per the file received from Stock Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask the relevant SCSBs/ RTAs / DPs / stock brokers, as the case may be, for the rectified data. WITHDRAWAL OF THE ISSUE Our Company in consultation with the BRLM, reserve the right not to proceed with the Issue at any time before the Bid/Issue Opening Date without assigning any reason thereof. If our Company withdraw the Issue any time after the Issue Opening Date but before the allotment of Equity Shares, a public notice within 2 (two) working days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued by our Company. 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. The BRLM, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within 1 (One) working Day from the day of receipt of such instruction. 78 | Pa geIf our Company withdraw the Issue after the Bid/Issue Closing Date and subsequently decides to proceed with an Issue of the Equity Shares, our Company will have to file a fresh 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 approvals of the Stock Exchange with respect to the Equity Shares Issued through the Prospectus, which our Company will apply for only after Allotment; and (ii) the final RoC approval of the Prospectus. UNDERWRITING AGREEMENT This Issue is 100% Underwritten. The Underwriting agreement has been entered on [●]. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and 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: Amount % of the total No. of shares Details of the Underwriter* Underwritten Issue Size underwritten (₹ in Lakh) Underwritten [●] [●]** [●] [●]% * One of the requirements of issuing shares to the Public in accordance with the Chapter IX of the SEBI ICDR Regulations, 2018, as specified in Regulation 260 of the said Regulations is that the Issue shall be 100% underwritten and the Book Running Lead Managers shall underwrite at least 15% of the total Issue. **Includes [●] Equity shares of ₹10.00 each for cash of ₹[●]/- the Market Maker Reservation Portion which are to be subscribed by the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, as amended. In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above- mentioned Underwriter is sufficient to enable it to discharge its underwriting obligation in full. The abovementioned Underwriter is registered with SEBI under Section 12(1) of the SEBI Act – Noted for Compliance. DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THE ISSUE Our Company and the BRLM have entered into an agreement dated [●] with the following Market Maker to fulfil the obligations of Market Making: The details of Market Maker are set forth below: Name [●] Address [●] Contact No. [●] Email [●] Website [●] Contact Person [●] Investor Grievance Id [●] CIN [●] SEBI Registration No. [●] BSE Clearing No. [●] The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, 2018 and the circulars issued by the BSE and SEBI in this regard from time to time. Following is a summary of the key details pertaining to the proposed 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. The spread (difference between the sell and buy quote) shall not be more than 10% or as specified by the Stock Exchange from time to time Further, the Market Maker shall inform the exchange in advance for each and every black out period when the quotes are not being issued by the Market Maker. 2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other particulars as specified or as per the requirements of SME Platform of BSE (BSE SME) and SEBI from time to time. 79 | Pa ge3. The minimum depth of the quote shall be ₹1,00,000. However, the investors with holdings of value less than ₹1.00 Lakh shall be allowed to Offer their holding to the Market Maker 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. Based on the IPO price of ₹[●]/- per share the minimum application lot size is [●] Equity Shares thus minimum depth of the quote shall be [●] until the same, would be revised by BSE. 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. After a period of three (3) months from the market making period, the market maker would be exempted to provide quote if the Equity Shares of market maker in our Company reaches to 25%. Or upper limit (Including the 5% of Equity Shares ought to be allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above 25% equity shares would not be taken into consideration of computing the threshold of 25%. As soon as the Shares of market maker in our Company reduce to 24%, the market maker will resume providing 2-way quotes. 6. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through market making process, BSE may intimate the same to SEBI after due verification. 7. 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. 8. On the first day of the listing, there will be pre-opening session (call auction) and there after 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. The securities of the company will be placed in Special Pre-Open Session (SPOS) and would remain in Trade for Trade settlement for 10 days from the date of listing of Equity shares on the Stock Exchange. 9. The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so. 10. 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 for deciding controllable and non-controllable reasons would be final. 11. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued by SEBI and BSE from time to time. 12. The shares of the company will be traded in continuous trading session from the time and day the company gets listed on BSE SME Platform and market maker will remain present as per the guidelines mentioned under BSE and SEBI circulars. 13. 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 for deciding controllable and non-controllable reasons would be final. 14. 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. 15. The Market Maker(s) shall have the right to terminate said arrangement by giving a three months’ notice or on mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s). 16. In case of termination of the abovementioned Market Making Agreement prior to the completion of the compulsory Market Making period, it shall be the responsibility of the Company to arrange for another Market Maker(s) 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. Further, the Company reserve the right to appoint other Market Maker(s) 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 5 (five) or as specified by the relevant laws and regulations applicable at that particular point of time. 80 | Pa geIn case of termination of the Market Making agreement prior to the completion of the compulsory Market Making period, it shall be the responsibility of the Book Running Lead Manager 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 Book Running Lead Manager 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 particular 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. 1. Risk containment measures and monitoring for Market Makers: BSE SME will have all margins which are applicable on the Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. BSE can impose any other margins as deemed necessary from time-to-time. 2. Punitive Action in case of default by Market Makers: BSE SME 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 Maker, 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 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. 3. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time. 4. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for issue size up to ₹250 crores, the applicable price bands for the first day shall be: i. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of the equilibrium price. ii. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5% of the issue price. Additionally, 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. 5. The following spread will be applicable on the BSE SME: Sr. Market Price Slab (in ₹) Proposed spread (in % to sale price) No. 1. Up to 50 9 2. 50 to 75 8 3. 75 to 100 7 4. Above 100 6 6. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for Market Makers during market making process has been made applicable, based on the issue size and as follows: Buy quote exemption threshold Re-Entry threshold for buy Issue Size (including mandatory initial quote (including mandatory inventory of 5% of the Issue initial inventory of 5% of the Size) Issue Size) Up to ₹ 20 Crore 25% 24% ₹ 20 Crore To ₹ 50 Crore 20% 19% ₹ 50 Crore To ₹ 80 Crore 15% 14% Above ₹ 80 Crore 12% 11% The Market 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 / BSE from time to time. All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time. 81 | Pa geCAPITAL STRUCTURE The Equity Share capital of our Company, as on the date of this Draft Red Herring Prospectus and after giving effect to this Issue, is set forth below: (₹ In Lakhs except no of shares) Aggregate Aggregate Sr. Particulars Value at Face Value at Issue No. Value Price* A. Authorized Share Capital 1,10,00,000 Equity Shares of face value of ₹ 10/- 1,100.00 - each B. Issued, Subscribed and Paid-Up Equity Capital before the Issue 62,71,360 Equity Shares of face value of ₹ 10/- 627.14 - each C. Present Issue in Terms of this Draft Red Herring Prospectus Issue of up to 22,41,600 Equity Shares of face 224.16 [●] value of ₹ 10/- each (1) Which Comprises: Reservation for Market Maker portion Up to 1,12,800 Equity Shares of face value of 11.28 [●] ₹10/- each at a price of ₹[●] per Equity Share reserved as Market Maker Portion. Net Issue to the Public Net Issue to Public of up to 21,28,000 Equity 212.80 [●] Shares of ₹10/- each at a price of ₹[●] per Equity Share to the Public. Net Issue to Public consists of(2) Allocation to Qualified Institutional Buyers: Not more than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per Equity Share will be [●] [●] available for allocation to Qualified Institutional Buyers. Allocation to Non-Institutional Investors: Not less than [●] Equity Shares of ₹10/- each at an Issue Price of ₹[●]/- per Equity Share will be [●] [●] available for allocation to Non-Institutional Investors. Allocation to Retail Individual Investors: Not less than [●] Equity Shares of ₹10/- each at an [●] Issue Price of ₹[●]/- per Equity Share will be available for allocation to Retail Investors. D. Paid-up Equity Capital after the Issue Up to 85,12,960 Equity Shares of face value of ₹ 10/- 851.29 [●] each E. Securities Premium Account Before the Issue Nil After the Issue [●]** *To be included upon finalisation of Issue Price. **The amount disclosed is prior to deduction of Issue expenses. i. For details in relation to the changes in the authorised share capital of our Company, please refer to section titled “History and Corporate Structure - Amendments to our Memorandum of Association” beginning on page 182 of this Draft Red Herring Prospectus. 82 | Pa geii. The Issue has been authorized by a resolution of our Board of Directors through their meeting dated December 10, 2024 and by a special resolution of our Shareholders at Extraordinary General Meeting dated January 06, 2025. iii. Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above the Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other categories or a combination of categories at the discretion of our Company in consultation with the Book Running Lead Manager and Designated Stock Exchange. Such inter- se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and guidelines. CLASS OF SHARES As on the date of Draft Red Herring Prospectus, our Company has only one class of share capital i.e. Equity Shares of ₹10/- each. All Equity Shares issued are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Draft Red Herring Prospectus. NOTES TO THE CAPITAL STRUCTURE 1. Changes in Authorized Share Capital Since incorporation, the capital structure of our Company has been altered in the following manner: a. The initial authorized share capital at the time of incorporation was of ₹10,00,000/- divided into 100,000 Equity Shares of ₹100/- each. b. The Authorized Share Capital was increased from ₹10,00,000/- divided into 1,00,000 Equity Shares of ₹10/- each to ₹1,00,00,000 /- divided into 10,00,000 Equity Shares of ₹10/- each vide Shareholders Resolution dated March 26, 2022. c. The Authorized Share Capital was increased from ₹1,00,00,000/- divided into 10,00,000 Equity Shares of ₹10/- each to ₹11,00,00,000 /- divided into 1,10,00,000 Equity Shares of ₹10/- each vide Shareholders Resolution dated September 20, 2024. 2. Equity Share Capital History of our Company The history of the equity share capital of our Company is set forth below: Date of No. of Face Issue Nature of Nature of Cumulative Cumulative Cumulative Allotment Equity Value Price Consideration Allotment No. of Paid-Up Share Shares (₹) (₹) Equity Equity Premium allotted Shares Shares (₹) Capital (₹) Upon Subscription Incorporation 10,000 10 10 Cash 10,000 1,00,000 Nil to MoA(i) 16/04/2019 Rights 31/03/2022 6,90,000 10 10 Cash 7,00,000 70,00,000 Nil Issue(ii) Preferential 10/01/2024 83,920 10 363 Cash 7,83,920 78,39,200 2,96,23,760 Issue(iii) 01/10/2024 Other than Bonus Issue 54,87,440 10 Nil 62,71,360 6,27,13,600 Nil Cash 1:7(iv) (i) Initial Subscribers to the Memorandum of Association of our company- 5,000 Equity Shares of face value of ₹10/- each issued at par: Sr. Name No of Equity Shares No 1. Dr. Ashish Narayan Sakalkar 5,000 2. Saili Jayaram More 5,000 T otal 10,000 (ii) Allotment of 6,90,000 Equity Shares by way of Rights Issue, of face value of ₹10/- each issued at par: 83 | Pa geSr. Name No of Preference Shares No 1. D r. Narayan Sakalkar 3,45,000 2. S aili Jayaram More 3,45,000 Total 6,90,000 (iii) Preferential Allotment of 83,920 Equity Shares of Face Value of Rs. 10/- each fully paid at Issue Price of ₹ 363/- per equity share is as under: Sr. No Name No of Equity Shares 1. A nkit Desai 2,754 2. H arish Alagh 1,363 3. Y ogesh Supekar 1,377 4. R ahul Madanlal 1,377 5. C hhaya Ganesh Bade 1,377 6. S onali Tupe 2,754 7. Y ashvardhan Tupe 4,132 8. M ohanlal Mandhana 3,168 9. G anesh Bhadale 2,754 10. M ahesh Mulay 4,132 11. N itin Kesarkar 1,377 12. N itin Vijaykuma 4,132 13. G olande Murlidhar 1,377 14. M itali Mitbawkar 1,377 15. R amakrishna Malireddy 1,377 16. P rasad Goregaonkar 1,377 17. T ina Agarwal 1,377 18. A mit Sharma 1,425 19. P radeep Sheno 1,377 20. S hweta Pati 2,754 21. S hilpa Nayyar 1,392 22. P rashant Prakas 2,754 23. S hrinivasan B 1,377 24. R avinder Singh 1,377 25. P ravin Shetty 2,754 26. J agruti Pimple 1,377 27. K alpesh Shah HUF 1,377 28. V inita Bhandari 1,377 29. S achin Budhwant 1,377 30. A rpit Omar 1,101 31. S urajprakash Jaggi 1,377 32. S ubhash Patil 1,380 33. A mit Karade 2,754 34. T rupti Sardesai 1,377 35. B hagyashree Chavan 1,377 36. V ishal Goyal HUF 1,500 37. K avita Chhapaniya 1,377 38. G rowcap Investments Private Limited 1,500 39. S ubhash Zavar 1,377 40. S onal Agarwal HUF 1,500 41. S onal Agarwal 1,500 42. C osco Vanjiya Private Limited 3,000 43. R aj Kishore 1,500 44. S unita Rani 1,500 45. S hrena Shah 1,500 T otal 83,920 (iv) Further Bonus issue of 54,87,440 Equity Shares of face value of ₹10/- each issued other than cash: 84 | Pa geSr. No. Name No. of Equity Shares 1 Agrispurt Biotech Private Limited 29,169 2 Amber Credit Company Ltd 1,42,296 3 Comercinate Enterprises Private Limited 5,04,574 4 Cosco Vanijya Private Limited 21,000 5 Growcap Investments Private Limited 10,500 6 Devendra P Shah HUF 4,669 7 Dilip Manakchand Jain HUF 5,488 8 Kalpesh Harikishan Shah HUF 9,639 9 Rakesh P Shah HUF 4,669 10 Sagar Rajendra Bamb HUF 1,750 11 Sonal Agarwal HUF 10,500 12 Suresh Kumar Agarwal HUF 35,000 13 Vishal A Goyal HUF 10,500 14 Ankitkumar Arvindkumar Jain 5,488 15 Ashish Nandkumar Somne 1,855 16 Ashish Narayan Sakalkar 16,21,249 17 Devendra Singh Sachan 4,858 18 Dilip Muralidhar Golande 9,639 19 Dilip Rameshchandra Jagad 93,338 20 Forum Hemal Barfiwala 2,331 21 Jignesh Bipin Patel 1,617 22 Madhu Saini 2,429 23 Mohanlal Ramavtar Mandhana 22,176 24 Mr. Pradeep K Shenoy 9,639 25 Prashant P Sawant 19,278 26 Prateek Sanghvi 10,983 27 Pravin Jagannath Shetty 19,278 28 Rama Krishna Malireddy 9,639 29 Rivinder Singh 9,639 30 Sachin Chandrakant Badakh 5,47,722 31 Saili Jayaram More 16,21,249 32 Salins Joel Vihit Sanni 2,464 33 Shalini Sadani 2,331 34 Srinivasan B 9,639 35 Subhash Damodar Zavare 9,639 36 Suneetha Tikkisetti 2,450 37 Surajprakash Krishanlal Jaggi 9,639 38 T.G.Ramakrishnan 9,639 39 Tina Agrawal 9,639 40 Vanita Kumbhare 23,331 41 Vidya Adwait Joglekar 5,600 42 Ankit P Desai 19,278 43 Arati Ramesh Pali 19,278 44 Arpit Omar 7,707 45 Bhagyashree Dnyanesh Chavan 9,639 85 | Pa geSr. No. Name No. of Equity Shares 46 Chhaya Ganesh Bade 9,639 47 Dinesh Ramchand Chhabria 2,331 48 Girish Thakur Dewnany 9,639 49 Hitesh Kumar Ghevarchand Sanghvi 5,488 50 Jagruti Amit Pimple 9,639 51 Jash Manish Chheda 3,500 52 Jitendra Kantilal Siroya 3,500 53 Kalpesh Bhupendra Vora 28,924 54 Kalpesh Manohar Panchal 4,151 55 Kavita Kanhaiya Chhappaniya 9,639 56 Mahesh Vishnupant Mulay 28,924 57 Manoj Ashok Thakare 2,471 58 Mitali Subhash Mitbawkar 9,639 59 Navya Pradeep Sharma 7,000 60 Nitin Dnyanadeo Kesarkar 9,639 61 Padmini Sandip Vanjari 1,869 62 Param Manish Chheda 3,500 63 Pinky Kamlesh Shah 5,488 64 Prasad Bhagwan Goregaonkar 9,639 65 Pratap Haribhau Markande 4,928 66 Pravin Ghanshamdas Wadhwani 1,869 67 Pushpa Raghuvir Sharma 1,869 68 Rahul Madanlal Wani 9,639 69 Raj Kishore 10,500 70 Rasanshi Haresh Thakkar 4,151 71 Rekha Kalpesh Doshi 16,478 72 Rishabh Gupta 2,331 73 Shilpa Ritesh Nayyar 9,744 74 Shrena Kalpesh Shah 10,500 75 Shubhangi Nibandhe 2,429 76 Sonal Agarwal 10,500 77 Sonali Chetan Tupe 19,278 78 Subhash Manik Patil 9,660 79 Sunita Rani 10,500 80 Vanita Jeetu Wadhwa 1,869 81 Vinita Harshal Bhandari 9,639 82 Yogesh Prakash Supekar 9,639 83 Aman Ashok Shivhare 2,331 84 Amit Harishchandra Karade 19,278 85 Amit Sharma 9,975 86 Chaudhary Preeti Jivraj 4,151 87 Dhairya Chetan Visaria 7,000 88 Divya 14,000 89 Ganesh Vitthal Bhadale 19,278 90 Harish Tilakraj Alagh 9,541 91 Jay Arvind Shah 9,639 86 | Pa geSr. No. Name No. of Equity Shares 92 Kalpa Jay Shah 9,639 93 Navendu Vats 4,858 94 Nitin Vijay Bihani 28,924 95 Sachin Bhanudas Budhwant 9,639 96 Sarita Agarwal 35,000 97 Stanley Steaven Quadros 5,831 98 Trupti Prabhakar Sardesai 9,639 99 Vicky D Panjwani 1,869 100 Yashvardhan Nitin Tupe 28,924 101 Akshay Vardhaman Services 1,750 102 Anant Labdhi Finserv 1,169 103 Technopolis Innovation LLP 2,429 Total 54,87,440 3. We have not issued any Equity Shares for consideration other than cash, at any point of time since Incorporation except mentioned below: - Further Bonus issue of 54,87,440 Equity Shares of face value of ₹10/- each issued other than cash: Sr. No. Name No. of Shares 1 Agrispurt Biotech Private Limited 29,169 2 Amber Credit Company Ltd 1,42,296 3 Comercinate Enterprises Private Limited 5,04,574 4 Cosco Vanijya Private Limited 21,000 5 Growcap Investments Private Limited 10,500 6 Devendra P Shah Huf 4,669 7 Dilip Manakchand Jain HUF 5,488 8 Kalpesh Harikishan Shah HUF 9,639 9 Rakesh P Shah HUF 4,669 10 Sagar Rajendra Bamb HUF 1,750 11 Sonal Agarwal HUF 10,500 12 Suresh Kumar Agarwal HUF 35,000 13 Vishal A Goyal HUF 10,500 14 Ankitkumar Arvindkumar Jain 5,488 15 Ashish Nandkumar Somne 1,855 16 Ashish Narayan Sakalkar 16,21,249 17 Devendra Singh Sachan 4,858 18 Dilip Muralidhar Golande 9,639 19 Dilip Rameshchandra Jagad 93,338 20 Forum Hemal Barfiwala 2,331 21 Jignesh Bipin Patel 1,617 22 Madhu Saini 2,429 23 Mohanlal Ramavtar Mandhana 22,176 24 Mr. Pradeep K Shenoy 9,639 25 Prashant P Sawant 19,278 26 Prateek Sanghvi 10,983 27 Pravin Jagannath Shetty 19,278 87 | Pa geSr. No. Name No. of Shares 28 Rama Krishna Malireddy 9,639 29 Rivinder Singh 9,639 30 Sachin Chandrakant Badakh 5,47,722 31 Saili Jayaram More 16,21,249 32 Salins Joel Vihit Sanni 2,464 33 Shalini Sadani 2,331 34 Srinivasan B 9,639 35 Subhash Damodar Zavare 9,639 36 Suneetha Tikkisetti 2,450 37 Surajprakash Krishanlal Jaggi 9,639 38 T.G.Ramakrishnan 9,639 39 Tina Agrawal 9,639 40 Vanita Kumbhare 23,331 41 Vidya Adwait Joglekar 5,600 42 Ankit P Desai 19,278 43 Arati Ramesh Pali 19,278 44 Arpit Omar 7,707 45 Bhagyashree Dnyanesh Chavan 9,639 46 Chhaya Ganesh Bade 9,639 47 Dinesh Ramchand Chhabria 2,331 48 Girish Thakur Dewnany 9,639 49 Hitesh Kumar Ghevarchand Sanghvi 5,488 50 Jagruti Amit Pimple 9,639 51 Jash Manish Chheda 3,500 52 Jitendra Kantilal Siroya 3500 53 Kalpesh Bhupendra Vora 28,924 54 Kalpesh Manohar Panchal 4,151 55 Kavita Kanhaiya Chhappaniya 9,639 56 Mahesh Vishnupant Mulay 28,924 57 Manoj Ashok Thakare 2,471 58 Mitali Subhash Mitbawkar 9,639 59 Navya Pradeep Sharma 7,000 60 Nitin Dnyanadeo Kesarkar 9,639 61 Padmini Sandip Vanjari 1,869 62 Param Manish Chheda 3,500 63 Pinky Kamlesh Shah 5,488 64 Prasad Bhagwan Goregaonkar 9,639 65 Pratap Haribhau Markande 4,928 66 Pravin Ghanshamdas Wadhwani 1,869 67 Pushpa Raghuvir Sharma 1,869 68 Rahul Madanlal Wani 9,639 69 Raj Kishore 10,500 70 Rasanshi Haresh Thakkar 4,151 71 Rekha Kalpesh Doshi 16,478 72 Rishabh Gupta 2,331 88 | Pa geSr. No. Name No. of Shares 73 Shilpa Ritesh Nayyar 9,744 74 Shrena Kalpesh Shah 10,500 75 Shubhangi Nibandhe 2,429 76 Sonal Agarwal 10,500 77 Sonali Chetan Tupe 19,278 78 Subhash Manik Patil 9,660 79 Sunita Rani 10,500 80 Vanita Jeetu Wadhwa 1,869 81 Vinita Harshal Bhandari 9,639 82 Yogesh Prakash Supekar 9,639 83 Aman Ashok Shivhare 2,331 84 Amit Harishchandra Karade 19,278 85 Amit Sharma 9,975 86 Chaudhary Preeti Jivraj 4,151 87 Dhairya Chetan Visaria 7,000 88 Divya 14,000 89 Ganesh Vitthal Bhadale 19,278 90 Harish Tilakraj Alagh 9,541 91 Jay Arvind Shah 9,639 92 Kalpa Jay Shah 9,639 93 Navendu Vats 4,858 94 Nitin Vijay Bihani 28,924 95 Sachin Bhanudas Budhwant 9,639 96 Sarita Agarwal 35,000 97 Stanley Steaven Quadros 5831 98 Trupti Prabhakar Sardesai 9,639 99 Vicky D Panjwani 1,869 100 Yashvardhan Nitin Tupe 28,924 101 Akshay Vardhaman Services 1,750 102 Anant Labdhi Finserv 1,169 103 Technopolis Innovation LLP 2,429 Total 54,87,440 4. Our Company has not allotted any Equity Shares pursuant to any scheme approved under Section 391-394 of the Companies Act, 1956 and Section 230-234 of the Companies Act, 2013. 5. We have not re-valued our assets since inception and have not issued any equity shares (including bonus shares) by capitalizing any revaluation reserves. 6. 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, 2014. 7. Our Company has not issued any Equity Shares at a price lower than the Issue Price during a period of one year preceding the date of this Draft Red Herring Prospectus except mentioned below: 89 | Pa geDate of No. of Face Issue Nature of Nature of Cumulative Allotment Equity Value Price Consideration Allotment Paid-Up Shares (₹) (₹) Equity allotted Shares Capital (₹) Other than Bonus Issue 01/10/2024 54,87,440 10 Nil 6,27,13,600 Cash 1:7 [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 90 | Pa ge8. Shareholding Pattern of our Company The table below presents the current shareholding pattern of our Company as per Regulation 31 of SEBI LODR Regulations as on the date of this Draft Red Herring Prospectus. Category (I) (I CI a) tegory of shareholder Nos. of shareholders (III) -u Np o . e oq f u fit uly l s y h pa ar ie ds held (IV) -u Np o . e oq f ui Pt ay rs tlh ya r pe as i dheld (V) No. of shares underlying Depository Receipts (VI) s Th otar ale s noh se .l d (VII) = (IV)+(V)+ (VI) Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2) - ClassNo Equityof VotiNumber of Voting Rights Classng held in each class of Rig securities (IX) hts Total Total as a % of (A+B+C) No. of Underlying Outstanding convertible securities (including Warrants) (X) Shareholding as a % assuming full convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2) No (a)Number of Locked in shares (XII) As a % of total Shares held (b) No (a)Number of Shares pledged or otherwise encumbered As a % of total (XIII) Shares held (b) o Nf ueq mu bi et ry shares held in dematerialized form (XIV) Promoter 3 43,31,680 - - 43,31,680 69.07 43,31,680 - - 69.07 - - - - - - 43,31,680 & A Promoter Group B Public 101 19,39,680 19,39,680 30.93 19,39,680 - - 30.93 - - - - - - 19,39,680 Non – Promoter C - - - - - - - - - - - - - - - - - Non – Public Shares C underlyi - - - - - - - - - - - - - - - - - 1 ng DRs Shares C held by - - - - - - - - - - - - - - - - - 2 Employe e Trusts Total 104 62,71,360 62,71,360 100.00 62,71,360 100.00 62,71,360 91 | Pa ge As on date of this Draft Red Herring Prospectus 1 Equity share holds 1 vote.  We have only one class of Equity Shares of face value of ₹10/- each.  Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, one day prior to the listing of the Equity shares. The shareholding pattern will be uploaded on the Website of the Stock Exchange before commencement of trading of such Equity Shares.  The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time. 92 | Pa gea) Equity Shareholding of Directors and Key Managerial Personnel in our Company: Except as stated below, none of our Directors’ or Key Managerial Personnel hold any Equity Shares in our Company: Sr. Name of Shareholder No. of % of Pre- No. of % of Post- No. Equity Issue Equity Issue Shares Capital Shares Capital 1. Dr. Ashish Narayan 18,52,856 29.54% [●] [●] Sakalkar 2. Saili Jayaram More 18,52,856 29.54% [●] [●] 3. Sachin Chandrakant 6,25,968 9.98% [●] [●] Badakh Total 43,31,680 69.07% [●] [●] b) List of shareholders holding 1% or more of the paid-up capital of our Company as on date of this Draft Red Herring Prospectus: Sr. Name of Shareholder Shares held (Face % Pre-Issue paid up No. Value of ₹10 each) Share Capital 1. Dr. Ashish Narayan Sakalkar 18,52,856 29.54 2. Saili Jayaram More 18,52,856 29.54 3. Sachin Chandrakant Badakh 6,25,968 9.98 4. Comercinate Enterprises Private Limited 4,87,320 7.77 5. Amber Credit Company Ltd 1,62,624 2.59 6. Dilip Rameshchandra Jagad 1,06,672 1.70 Total 50,88,296 81.14 c) List of shareholders holding 1% or more of the paid-up capital of our Company as on date ten days prior to the date of this Draft Red Herring Prospectus: Sr. Name of Shareholder Shares held (Face % Pre-Issue paid up No. Value of ₹10 each) Share Capital 1. Dr. Ashish Narayan Sakalkar 18,52,856 29.54% 2. Saili Jayaram More 18,52,856 29.54% 3. Sachin Chandrakant Badakh 6,25,968 9.98% 4. Comercinate Enterprises Private Limited 5,69,989 9.09% 5. Amber Credit Company Ltd 1,62,624 2.59% 6. Dilip Rameshchandra Jagad 1,06,672 1.70% Total 51,70,965 82.44% d) List of shareholders holding 1% or more of the paid-up capital of our Company as on March 31, 2024: Sr. Name of Shareholder Shares held % Pre-Issue paid up Share No. (Face Value of ₹10 Capital each) 1. Dr. Ashish Narayan Sakalkar 2,43,344 34.76% 2. Saili Jayaram More 2,43,344 34.76% 3. Sachin Chandrakant Badakh 78,246 11.18% 4. Comercinate Enterprices Private Limited 1,11,591 15.94% 5. Amber Credit Company Ltd 23,475 3.35% Total 7,00,000 100.00% e) List of shareholders holding 1% or more of the paid-up capital of our Company as on March 31, 2023: Sr. Name of Shareholder Shares held % Pre-Issue paid up Share No. (Face Value of ₹10 Capital each) 6. Dr. Ashish Narayan Sakalkar 3,50,000 50% 93 | Pa geSr. Name of Shareholder Shares held % Pre-Issue paid up Share No. (Face Value of ₹10 Capital each) 7. Saili Jayaram More 3,50,000 50% Total 7,00,000 100.00% f) List of shareholders holding 1% or more of the paid-up capital of our Company as on March 31, 2022: Sr. Name of Shareholder Shares held % Pre Issue paid up Share No. (Face Value of ₹10 Capital each) 1. Dr. Ashish Narayan Sakalkar 3,50,000 50% 2. Saili Jayaram More 3,50,000 50% Total 7,00,000 100.00% 9. Our 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 Draft Red Herring Prospectus. 10. Our Company has not made any public Issue (including any rights issue to the public) since its incorporation. 11. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, Right issue or in any other manner during the period commencing from the date of the Draft Red Herring Prospectus until the Equity Shares of our Company have been listed or application money unblocked on account of failure of Issue. 12. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of this Draft Red Herring Prospectus until the Equity Shares have been listed. Our Company does not have any intention or proposal to alter its capital structure within a period of 6 (six) months from the date of opening of the Issue by way of split / consolidation of the denomination of Equity Shares or further issue of Equity Shares whether preferential or bonus, rights or further public issue basis. However, Our Company is in expansion phase and may need additional capital to fund existing / and or future organic and / or inorganic expansion. Therefore, our Company may further issue Equity Shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise after the issue appropriately in due compliance with the applicable statutory provisions. 13. Details of our Promoters Shareholding As on the date of this Draft Red Herring Prospectus, our Promoters Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh hold 43,31,680 Equity Shares, constituting 69.07% of the issued, subscribed and paid-up Equity Share capital of our Company. The build-up of shareholding of Promoters are as follows: a) Build-up of the shareholding of our Promoters in our Company since incorporation: Issue Price/ No. of Nature of % of the Paid- Date of Transfer Equity FV Nature of Consideration/ up Capital Allotment/ Price/ Shares (Rs.) Consideration Allotment/ Transfer Acquisitio Allotted Acquired/ Transfer n Price Pre- Post- (Rs.) Issue Issue Dr. Ashish Narayan Sakalkar April 16, Subscription to 5,000 10 10 Cash 0.08 [●] 2019 MOA March 31, 3,45,000 10 10 Cash Rights Issue 5.50 [●] 2022 Transfer to February 13, Comercinate (67,533) 10 60 Cash (1.08) [●] 2024 Enterprices Private Limited February Transfer to Sachin (39,123) 10 60 Cash (0.62) [●] 13, 2024 Chandrakant Badakh 94 | Pa geIssue Price/ No. of Nature of % of the Paid- Date of Transfer Equity FV Nature of Consideration/ up Capital Allotment/ Price/ Shares (Rs.) Consideration Allotment/ Transfer Acquisitio Allotted Acquired/ Transfer n Price Pre- Post- (Rs.) Issue Issue Transfer to April 23, Comercinate (11,737) 10 120 Cash (0.19) [●] 2024 Enterprices Private Limited Bonus issue in the ratio of 7 Equity October 01, 16,21,249 10 NA Share for Bonus Issue 25.85 [●] 2024 every 1 Equity Share Total 18,52,856 29.54 [●] Mrs. Saili Jayaram More April 16, Subscription to 5,000 10 10 Cash 0.08 [●] 2019 MOA March 31, 3,45,000 10 10 Cash Rights Issue 5.50 [●] 2022 Transfer to February 13, Comercinate (44,058) 10 60 Cash (0.70) [●] 2024 Enterprices Private Limited February 13, Transfer to Sachin (39,123) 10 60 Cash (0.62) [●] 2024 Chandrakant Badakh February 13, Transfer to Amber (23,475) 10 60 Cash (0.37) [●] 2024 Credit Co. Transfer to April 23, Comercinate (11,737) 10 120 Cash (0.19) [●] 2024 Enterprices Private Limited October 01, 16,21,249 10 NA Bonus issue Bonus Issue 25.85 [●] 2024 in the ratio of 7 Equity Share for every 1 Equity Share Total 18,52,856 29.54 [●] Mr. Sachin Chandrakant Badakh February 13, Transfer from Sachin 39,123 10 60 Cash 0.62 [●] 2024 Chandrakant Badakh February 13, Transfer from Saili 39,123 10 60 Cash 0.62 [●] 2024 Jayaram More 5,47,722 Bonus issue Bonus Issue in October 01, 10 NA the ratio 8.73 [●] 2024 of 7 Equity Share for 95 | Pa geIssue Price/ No. of Nature of % of the Paid- Date of Transfer Equity FV Nature of Consideration/ up Capital Allotment/ Price/ Shares (Rs.) Consideration Allotment/ Transfer Acquisitio Allotted Acquired/ Transfer n Price Pre- Post- (Rs.) Issue Issue every 1 Equity Share Total 6,25,968 9.98 [●] Total Promoters 43,31,680 69.07 [●] holding Notes:  None of the shares belonging to our Promoters have been pledged till date.  The entire Promoter’s shares shall be subject to lock-in from the date of allotment of the equity shares issued through this Draft Red Herring Prospectus for periods as per applicable Regulations of the SEBI (ICDR) Regulations.  All the shares held by our Promoters, were fully paid-up on the respective dates of acquisition of such shares. b) The shareholding pattern of our Promoters and Promoter Group before and after the Issue is set forth below: Pre-Issue Post-Issue Category of Promoters No. of % of Pre- No. of % of Post- Shares Issue Capital Shares Issue Capital Promoters Dr. Ashish Narayan Sakalkar 18,52,856 29.54% 18,52,856 [●] Saili Jayaram More 18,52,856 29.54% 18,52,856 [●] Sachin Chandrakant Badakh 6,25,968 9.98% 6,25,968 [●] Promoter Group Nil NA NA NA [●] Total 43,31,680 69.07% 43,31,680 [●] 14. The average cost of acquisition of or subscription of shares by our Promoters is set forth in the table below: Sr. Name of Promoters No. Equity Shares Average Cost of Acquisition No. held (in ₹) * 1. Dr. Ashish Narayan Sakalkar 18,52,856 NIL 2. Saili Jayaram More 18,52,856 NIL 3. Sachin Chandrakant Badakh 6,25,968 7.50 15. We have 104 (One Hundred and Four) Shareholders as on the date of this Draft Red Herring Prospectus. 16. We hereby confirm that: Except as stated below, there has been no acquisition, sale or transfer of Equity Shares by our Promoters, Promoters Group, Directors and their immediate relatives in the last 6 months preceding the date of filing of this Draft Red Herring Prospectus: Date of Name of Name of No of Issue Allotment/ Category of Allotment/ Transferor Transferee Equity Price/ Acquire/ Allottees Transfer Shares Acquired Sale or (Promoters/ Price Transfer Promoter Group/ Director) [●] [●] [●] [●] [●] [●] [●] 96 | Pa geNo financing arrangements have been entered into by the members of the Promoter Group, the Directors, or their relatives for the purchase by any other person of the securities of our Company other than in the normal course of business of the financing entity during a period of six months preceding the date of filing of this Draft Red Herring Prospectus. 17. Details of Promoters’ Contribution and Lock-in details Details of Promoters’ Contribution and Lock-in for Three Years Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of 20% of the post issue capital held by our Promoter, shall be considered as Promoter’s Contribution (“Promoter’s Contribution”) and shall be locked-in for a period of three years from the date of allotment of Equity shares issued pursuant to this Issue. The lock-in of Promoter’s Contribution would be created as per applicable law and procedure and details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares As on the date of this Draft Red Herring Prospectus, our Promoters holds 43,31,680 Equity Shares constituting 69.07% of the Post-Issued, subscribed and paid-up Equity Share Capital of our Company, which are eligible for the Promoter’s contribution Our Promoters have given written consent to include 18,14,272 Equity Shares held by them and subscribed to by them as part of Promoter’s Contribution constituting 20.00% of the post issue Equity Shares of our Company. Further, they have agreed not to sell or transfer or pledge or otherwise dispose of in any manner the Promoter’s contribution, for a period of three years from the date of allotment in the Issue Details of the Equity Shares forming part of Promoters Contribution and their lock-in details are as follows: Name of Date of No of No of Face Issue Nature of % Of % Of Lock-in Promoters Allotment / Equity Equity Value Price Allotment Pre- Post- Period* Acquisition shares shares (in ₹) (in Issue Issue & when locked ₹) Paid-up Paid-up made fully in Capital Capital* paid up [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] Total [●] *The above details shall be filled up in the Prospectus. The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoters’ Contribution under Regulation 237 of the SEBI (ICDR) Regulations, 2018. In this computation, as per Regulation 237 of the SEBI (ICDR) Regulations, our Company confirms that the Equity Shares locked-in do not, and shall not, consist of:  The Equity Shares offered for minimum 20% Promoter’s Contribution have not been acquired in the three years preceding the date of this Draft Red Herring Prospectus for consideration other than cash and revaluation of assets or capitalization of intangible assets nor resulted from a bonus issue out of the revaluation reserves or unrealized profits of the Company or against Equity Shares which are otherwise ineligible for computation of Promoter’s contribution;  The minimum Promoter’s contribution does not include Equity Shares acquired during the one year preceding the date of this Draft Red Herring Prospectus at a price lower than the Issue Price;  No equity shares have been issued to our Promoter upon conversion of a proprietorship firm during the preceding one year at a price less than the Issue Price;  The Equity Shares held by the Promoter and offered for minimum Promoter’s contribution are not subject to any pledge;  All the Equity Shares of our Company held by the Promoters are in dematerialized form and 97 | Pa ge The Equity Shares offered for Promoter’s contribution do not consist of Equity Shares for which specific written consent has not been obtained from the Promoters for inclusion of its subscription in the Promoter contribution subject to lock-in. We further confirm that our Promoter’s Contribution of 20% of the Post Issue Equity does not include any contribution from Alternative Investment Funds or FVCI or Scheduled Commercial Banks or Public Financial Institutions or Insurance Companies. 18. Equity Shares locked-in for one year other than Minimum Promoter Contribution In terms of Regulation 238(b) and 239 of the SEBI (ICDR) Regulations, 2018, in addition to the Minimum Promoter’s contribution which is locked in for three years, as specified above, the entire pre-issue equity share capital constituting [●] Equity Shares shall be locked in for a period of one year from the date of allotment of Equity Shares in this Issue. In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, the Equity Shares which are subject to lock-in shall carry inscription ‘non-transferable’ along with the duration of specified non-transferable period mentioned in the face of the security certificate. The shares which are in dematerialized form, if any, shall be locked-in by the respective depositories. The details of lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before the listing of the Equity Shares. 19. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors Fifty percent of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment 20. Inscription or recording of non-transferability 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. 21. Pledge of Locked in Equity Shares Pursuant to Regulation 242 of the SEBI (ICDR) Regulations, 2018, the locked-in Equity Shares held by our Promoter can be pledged with any scheduled commercial bank or public financial institution or systematically important non- banking finance company or a housing finance company as collateral security for loans granted by them, provided that: a) if the equity shares are locked-in in terms of clause (a) of Regulation 238, the loan has been granted to the company or its subsidiary 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; b) if the specified securities are locked-in in terms of clause (b) of Regulation 238 and the pledge of specified securities is one of the terms of sanction of the loan. Provided that such 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 in these regulations has expired. 22. Transferability of Locked in Equity Shares In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of SEBI (SAST) Regulations, 2011 as applicable; a) The Equity Shares held by our Promoter and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018 may be transferred to another Promoter 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. b) The equity shares held by persons other than promoter and locked in as per Regulation 239 of the SEBI (ICDR) Regulations, 2018 may be transferred to any other person (including Promoter and Promoter’s Group) holding the equity shares which are locked-in along with the equity shares proposed to be transferred, subject to 98 | Pa gecontinuation 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. 23. Our Company, our Directors and the Book Running Lead Manager to this Issue have not entered into any buy- back or similar arrangements with any person for purchase of our Equity Shares issued by our Company. 24. As on date of this Draft Red Herring Prospectus, there are no partly paid-up equity shares and all the Equity Shares of our Company are fully paid up. Further, since the entire money in respect of the Issue is being called on application, all the successful applicants will be issued fully paid-up equity shares. 25. As on the date of filing of this Draft Red Herring Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments which would entitle Promoter or any shareholders or any other person any option to acquire our Equity Shares after this Initial Public Offer 26. As on the date of this Draft Red Herring Prospectus, the Book Running Lead Manager and their respective associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company. The Book Running Lead Manager and their affiliates may engage in the transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company for which they may in the future receive customary compensation. 27. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed under “Basis of Allotment” in the chapter titled “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. In case of over-subscription in all categories the allocation in the Issue shall be as per the requirements of Regulation 253 (2) of SEBI (ICDR) Regulations, as amended from time to time. 28. An over-subscription to the extent of 10% of the Net Issue can be retained for the purpose of rounding off to the nearest integer during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Issue. 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 Promoter and subject to lock-in shall be suitably increased; so as to ensure that 20% of the post Issue paid-up capital is locked in. 29. Our Company has not raised any bridge loan against the proceeds of this Issue. However, depending on business requirements, we might consider raising bridge financing facilities, pending receipt of the Net Proceeds. 30. Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares, unless otherwise permitted by law. 31. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category. 32. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back to the net issue to the public portion. 33. We have 104 (One Hundred Four) Shareholders as on the date of filing of the Draft Red Herring Prospectus. 34. We shall comply with such accounting and disclosure norms as specified by SEBI from time to time. 35. There are no Equity Shares against which depository receipts have been issued. 36. As per RBI regulations, OCBs are not allowed to participate in this issue. 37. This Issue is being made through Book Building Price Issue. 38. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) the Issue is being made for at least 25% of the post-issue paid-up Equity Share capital of our Company. Further, this Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. No payment, direct or indirect in the nature of discount, commission, allowances or otherwise shall be made either by us or our Promoter to the persons who receive allotments, if any, in this Issue. 39. No person connected with the Issue shall offer any incentive, whether direct or indirect, in the nature of discount, commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant. 99 | Pa ge40. None of our Promoters and Promoter Group will participate in the Issue. Our Company shall ensure that transactions in the Equity Shares by the Promoter and the Promoter Group between the date of filing this Draft Red Herring Prospectus and the Issue Closing Date shall be reported to the Stock Exchange within twenty-four hours of such transaction. 100 | Pa geSECTION V – PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE The Fresh Issue includes a public Issue of up to 22,41,600 Equity Shares of our Company at an Issue Price of Rs. [●] per Equity Share. The Net Proceeds from the Issue are proposed to be utilized by our Company for the following objects: ISSUE PROCEEDS AND NET ISSUE PROCEEDS The details of the proceeds of the Issue are set forth in the table below: (₹ in lakhs) Particulars Amount Gross Proceeds of the Issue [●] Less: Issue related expenses (1) [●] Net Proceeds of the Issue (2) [●] (1) The Issue expenses are estimated expenses and subject to change. (2) To be finalized upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC NET FRESH ISSUE Our Company proposes to utilize the Net Proceeds from Issue towards funding the following objects (collectively, referred to herein as the “Objects”): 1. Funding capital expenditure requirements towards acquiring machinery in the manufacturing unit; 2. Funding the incremental working capital requirements of our Company; 3. Repayment and/or prepayment, in part or full, of certain of our outstanding borrowings availed by our Company; and 4. General Corporate Purposes Further, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchange including to enhance our visibility and our brand image among our existing and potential customers and creation of a public market for our Equity Shares in India. The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of Association enable us (i) to undertake our existing business activities and (ii) to undertake the activities proposed to be funded from the Net Proceeds. UTILISATION OF NET PROCEEDS The Net Proceeds are proposed to be utilised in the manner set out in the following table: (₹ in lakhs) Sr. No. Particulars Amount to be Break-up of the Break-up of the funded from Net expenditure expenditure Proceeds Fiscal 2025 Fiscal 2026 1 Funding capital expenditure 600.00 600.00 - requirements towards acquiring machinery in the manufacturing unit 2 Funding the incremental working 1,300.00 200.00 1,100.00 capital requirements of our Company 3 Repayment and/or prepayment, in 100.00 50.00 50.00 part or full, of certain of our outstanding borrowings availed by our Company 4 General Corporate Purposes [●] [●] [●] Net Proceeds * [●] [●] [●] *The amount utilized for general corporate purpose shall not exceed 15% of the gross proceeds of the Issue. ^ The amounts are tentative and including GST. 101 | Pa geREQUIREMENTS OF FUNDS AND MEANS OF FINANCE The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based on our current business plan, management estimates and other commercial and technical factor We may have to revise our funding requirements and deployment on account of a variety of factors such as our financial and market condition, business and strategy, competition, negotiation with suppliers, variation in cost estimates on account of factor For further details, see “Risk Factors” on Page no. 28. The deployment of the Net Proceeds from the Issue are based on management estimates and have not been independently appraised by any bank or financial institution and is not subject to any monitoring by any independent agency and our Company’s management will have flexibility in utilizing the Net Proceeds from the Issue. Any revision in the estimates may require us to reschedule our expenditure and may have a bearing on our expected revenues and earnings. To the extent our Company is unable to utilize any portion of the Net Proceeds towards the aforementioned objects of the Issue, as per the estimated schedule of deployment specified above; our Company shall deploy the Net Proceeds in the subsequent Fiscals towards the aforementioned objects. The fund requirements for all objects are proposed to be entirely funded from the Net Proceeds. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance through verifiable means towards 75% of the stated means of finance. In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by our internal accruals and/ or debt, as required. If the actual utilization towards any of the objects is lower than the proposed deployment, such balance will be used towards general corporate purposes to the extent that the total amount to be utilized towards general corporate purposes will not exceed 25% of the gross proceeds from the Issue in accordance with the SEBI ICDR Regulations. DETAILS OF THE OBJECTS OF THE ISSUE The details of the Objects of the Issue are set out below: 1. Funding capital expenditure requirements towards acquiring machinery in the manufacturing unit: An amount of Rs. 567.70 lakhs are proposed to be invested in the machinery to be installed at the existing manufacturing unit at Rajkot, Gujarat. Our Company has intended to purchase and install new machineries at the existing manufacturing unit. The details of the same are as follows: Khandelwal Pharma and Cosmetic Equipments is the vendor having its office at Bhumi world industrial park, Bldg no. B-8, Shed no.3, Pimplas Village, Nashik Bypass road, Bhivandi, Thane (GST-27AAPFK8063Q1ZB) Sr. No. Particulars Description Quantity Rate (Rs.) Amount (Rs.) UOM 1 Rapid mixer It consists of ‘u’ shaped bowl 2.00 NOS 20,50,000 41,00,000 granulator, fabricated from 3 mm thk Model 316q aisi materials and end covers from 5mm thk. Both end covers will be cladded typr to impart gmp finish. One side will be fixed type and other will be bolted type. Agitator shaft will have paddle type bladders made out of 10 mm thk AISI 316 materials. Paddles are arranged so as to give thorough and uniform mixing. The mixer will be mounted on two nos. 102 | Pa geSr. No. Particulars Description Quantity Rate (Rs.) Amount (Rs.) UOM The top cover will be hinged type and will have safety lock. 2 Fluid bed Application: drying of 2.00 NOS 33,35,000 66,70,000 dryer, powders model Volume: 240 ltrs. Gross Capacity: 250 kgs at 0.5 kgs/ltrs. Bulk density of powder. Drive: non-exproof , tefc Pressure: atmospheric 3 Octagonal Model: GMP-1500 LTRS. 2.00 NOS 14,60,000 29,20,000 blender Item code:179 CPMOB-1500 Packing charges Other part Discharge cone with drum assembly Trolley for drum Validation documents (DQ/IQ/OQ) 4 Vibro sifter Model: Cgmp 2.00 NOS 4,68,000 9,36,000 Output: 60 to 200 Kg/ hr depends upon size of the mesh and product Contact: ss 316 Non contact parts : ss 304 Vibro motor: 0.5 HP, 1440 RPM, good earth make Material with discharging chamber and fitted with screen of any mesh as required the same will be clamped with shell. The screen and shell of the unit will be mounted on SS springs 5 Multi mill Wheel: pu castors 2.00 NOS 5,00,000 10,00,000 Gaskets: food grade neoprene/ silicone rubber Output: 200 kgs/hr. depend upon the nature of product or selection of mesh size Motor: NON FLP, Hindustan make Motor power:3 HP, 2880 Rpm 6 Paste kettle Model: CGMP 2.00 NOS 5,75,000 11,50,000 The vessel made out of SS 316 material shell thk 3 mm having open able loose top 103 | Pa geSr. No. Particulars Description Quantity Rate (Rs.) Amount (Rs.) UOM cover and bottom hemispherical dish end. The vessel is also provided with 3 mm thk jacket and hemispherical dish end. Heating media: Electric, g kw The jacket hydro tested at 5 kg/cm2. The vessel insulation done by glass wool covered by 2 mm ss sheet. Inside of the vessel and outside of the insulation buffed and polished into mirror finished. The vessel Is A shaped ss 304 legs. 7 Coating A Coating Pan (Autocoater) 2.00 NOS 14,00,000 28,00,000 pan is a high-efficiency machine (autocoater designed for uniform coating ) of tablets, capsules, or other solid forms. It features a perforated pan for even distribution of coating materials, integrated with advanced controls like PLC or HMI for precise monitoring of temperature, spray rate, and airflow. With multiple spray guns and an efficient drying mechanism, it ensures consistent quality and reduced material wastage. Built to GMP standards, the autocoater is versatile, user-friendly, and suitable for various coating applications in pharmaceuticals, food, and chemicals. 8 Double Offers high production 2.00 NOS 74,00,000 1,48,00,000 rotary capacity with dual rotary tabletting turrets, ensuring uniform machine weight, thickness, and hardness of tablets. It features an advanced control system with PLC or HMI for precise monitoring and operation, along with tooling flexibility to accommodate various tablet sizes and shapes. Designed with stainless steel construction and dust extraction systems, it ensures durability, 104 | Pa geSr. No. Particulars Description Quantity Rate (Rs.) Amount (Rs.) UOM hygiene, and compliance with GMP standards. The machine also includes safety features like overload protection and interlocks, while its user-friendly design allows for easy cleaning, maintenance, and continuous operation. 9 Blistering Blister packing machines are 2.00 NOS 20,40,000 40,80,000 packing essential in the machine pharmaceutical, consumer goods, and food industries for efficient and precise packaging of products. When it comes to choosing right blister packing machine for your specific needs, several factors need to be taken into consideration. Product specification Production volume Material compatibility Automation and technology Regulatory compliance. 10 Blistering Cutting frequency: 10 25 2.00 NOS 30,75,000 61,50,000 machine times/ min Adjustable travel range- 35- 220mm Max. forming area - 490 x 220mm Max forming depth- standard machine: 38 mm Custorm machine: 60 mm Sealing and heating powder: 4KW 11 Striping Strip packing the versatile 2.00 NOS 17,25,000 34,50,000 machine design of the machine makes it eminently adaptable for packing a variety of products like pharmaceauticals uncoated and coated tablets, soft gelatin capsules and many more. They are designed to handle a large range of products with utmost precision and speed upto 2400 units per minute. Salient feature: Cavity shape and knurl design of choice. Vibratory feed control for higher output. 2,40,28,000 4,80,56,000 105 | Pa geSr. No. Particulars Description Quantity Rate (Rs.) Amount (Rs.) UOM CGST (9%) 43,25,040 SGST (9%) 43,25,040 Total A 28,38,53,040 5,67,70,608 Total B* 32,29,390 Total A+B 6,00,00,000 *Our Company has estimated approx. Rs.32.29 lakhs towards other expenses. This may include transportation charges, installation costs, additional charges, delivery charges, applicable taxes, duties and contingencies. Notes: (1) Except as stated above, 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. (2) Quotation received from the vendor mentioned above is valid as on the date of this Draft Red Herring Prospectus. However, except as stated above, we have not entered into any definitive agreements with any of the vendor and there can be no assurance that the same vendor would be engaged to eventually supply the machineries or at the same costs. (3) The machinery models and quantity to be purchased are based on the present estimates of our management. The Management shall have the flexibility to revise such estimates (including but not limited to change of vendor or any modification/addition/deletion of machineries) at the time of actual placement of the order. In such case, the Management can utilize the surplus of proceeds, if any, arising at the time of actual placement of the order, to meet the cost of such other machinery, equipment or utilities, as required. Furthermore, if any surplus from the proceeds remains after meeting the total cost of machineries, equipment and utilities for the aforesaid purpose, the same will be used for our general corporate purposes, subject to limit of 25% of the amount raised by our Company through this Issue. (4) The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may lapse after the expiry of the said period. Consequent upon which, there could be a possible escalation in the cost of machineries proposed to be acquired by us at the actual time of purchase, resulting in increase in the estimated cost. 2. Funding incremental working capital requirement: Our business is working capital intensive. We fund the majority of our working capital requirements in the ordinary course of our business from our internal accruals and financing from banks. As on November 30, 2024, the aggregate amount sanctioned by the banks to our Company under the fund-based cash credit facilities amounted to ₹ 391.42 Lakhs. For details of facilities availed by us, see chapter titled “Statement of Financial Indebtedness” beginning on page 209 of this Draft Red Herring Prospectus. We propose to utilise ₹ 1,300 Lakhs from the Net Proceeds to fund the working capital requirements of our Company in Fiscal Year 2025. Our Company’s existing working capital based on the Restated Financial Information is stated below: (₹ in lakhs) Year Year Year Ended Ended Ended Period Sr. No. Particulars 31st 31st 31st Ended March, March, March, 30th 2022 2023 2024 November, 2 024 I Current Assets 1 Short-Term Loans and Advances 65.57 45.95 73.86 65.98 2 Other Current Assets - - - 4.37 3 Trade Receivables 640.30 860.88 1,615.18 2,226.46 4 Inventories 50.33 150.08 143.89 17.70 5 Cash and Bank Balances 13.68 12.37 0.64 55.64 Total Current Assets 769.88 1,069.28 1,833.56 2,370.15 II Current liabilities Short-term borrowings 268.91 342.65 519.30 476.83 452.95 554.01 581.02 Trade payables 515.42 Other current liabilities 45.67 15.54 19.32 30.44 Short-term provisions 20.04 66.58 86.13 238.07 Total Current Liabilities 787.57 978.77 1,205.78 1,260.76 106 | Pa geYear Year Year Ended Ended Ended Period Sr. No. Particulars 31st 31st 31st Ended March, March, March, 30th 2022 2023 2024 November, 2024 III Total Working Capital Gap (17.69) 90.50 627.79 1,109.39 IV Funding Pattern Internal Accruals / Long Term borrowings (17.69) 90.50 627.79 1,109.39 IPO Proceeds - - - - Year Ended Year Ended Year Ended Period Ended 30th November, Particulars 31st March, 31st March, 31st March, 2024 2022 2023 2024 Inventory Days 41 109 55 17 Trade Receivable 203 419 290 223 Days Trade Payable 234 423 214 128 Days Working Capital 10 105 131 112 Days As certified by M/s. Doshi Doshi and Co., Chartered Accountants, by way of their certificate dated December 27, 2024 Future Working Capital Requirements Our Company proposes to utilize ₹1,300 lakhs of the Net Proceeds for our working capital requirements. Out of the Net Proceeds, ₹1,300 lakhs will be utilized during Fiscal 2025 towards our Company’s working capital requirements. The working capital needs as estimated by our management are as explained below: (₹ in lakhs) Year Ended Year Ended Year Ended Year Ended Sr. No. Particulars 31st March, 31st March, 31st March, 31st March, 2025 2026 2027 2028 I Current Assets 1 Short-Term Loans and Advances 87.61 89.61 91.61 78.50 2 Other Current Assets - - - - 3 Trade Receivables 3,138.98 4,514.41 6,576.38 9,982.99 4 Inventories 184.39 340.43 510.74 629.51 5 Cash and Bank Balances 1,058.81 796.81 394.81 292.81 Total Current Assets 4,469.79 5,741.27 7,573.54 10,983.81 II Current liabilities Short-term borrowings 449.30 419.30 389.30 359.30 Trade payables - - - - Total outstanding dues other than 1,268.11 2,063.92 2,610.62 4,047.08 micro enterprise and small enterprise - - - - Other current liabilities 21.32 26.32 29.32 29.32 Short-term provisions 328.74 503.15 850.57 1,410.52 Total Current Liabilities 2,067.47 3,012.70 3,879.82 5,846.22 107 | Pa geYear Ended Year Ended Year Ended Year Ended Sr. No. Particulars 31st March, 31st March, 31st March, 31st March, 2025 2026 2027 2028 III Total Working Capital Gap 2,402.32 2,728.57 3,693.72 5,137.59 IV Funding Pattern Internal Accruals* 1,602.32 2,228.57 3,693.72 5,137.59 IPO Proceeds 400.00 900.00 - - Year Ended Year Ended Year Ended Year Ended Particulars^ 31st March, 2025 31st March, 2026 31st March, 2027 31st March, 2028 Inventory Days 31 29 32 29 Trade Receivable Days 250 251 250 251 Trade Payable Days 164 166 164 162 Working Capital Days 117 113 117 118 ^ Number of days are lower rounded off. *Internal Accruals include funds raised from issue of shares, cash accruals for the year and short-term debt, if any. The working capital projections made by the Company are based on certain key assumptions, as set out below: Sr. Particulars Assumptions No. Current Assets 1 Inventories: The Company aims to maintain efficient inventory levels to achieve cost competitiveness and shorter lead times. The Company’s inventory contains raw material, finished goods and packing material. Historical holding days for inventories were averagely 68 days for the fiscal years ending March 2022 to 2024. As the Company plans to expand operations and add capacity, it aims to keep inventory holding days around 30 days in Fiscal 2025, 2026, 2027 and Fiscal 2028 to ensure adequate availability and support expected growth. 2 Trade Our company has historical holding level for Trade Receivables days as ranging receivables from 7.5 months to 1.25 years considering the normal credit period in the export of medicines business. Estimated Trade receivable cycle will be approximately 250 days for FY 2024- 25, FY 2025-26, FY 2026-27 and FY 2027-28 respectively. Typically, the trade receivables cycle is approximately 5 to 6 months however, due to the year-end, some receivables are not making promptly payments as on March- 2024 resulting in a higher receivables period as of year-end. The Company’s strategy to extend credit terms to customers is expected to foster stronger relationships and drive sales growth. More credit period is taken by the customers as majority of the sales is export of goods therefore the receivable days are more as compared with the normal sale of medicine business, since the business is such whose collection cycle period is more. 3 Other current The key items under this head include security deposit, advances to suppliers, cash assets including and bank balances, and balances with government authorities Short term loans and advances Current Liabilities 4 Short term Short term borrowings consists of loans taken from bank and other financial borrowings institutions, including loans from directors and other related parties. 5 Trade payables The holding days for trade payables showed significant variation, on an average 9 months during Fiscal 2022 to Fiscal 2024. The Company intends to stabilize trade payable days around 160 days in Fiscal 2025 and in the future. This strategy aims to secure discounts and favourable terms from suppliers, enhancing overall profitability. Trade payables majorly contains payables for purchase of raw materials in the ordinary course of business. 108 | Pa geSr. Particulars Assumptions No. 6 Other current Other current liabilities include provisions, statutory dues, salary payable, security liabilities deposit payable and expenses payable. Our Company is engaged in the manufacturing and export of both pharmaceutical formulations and nutraceutical products in domestic and various African markets. Our Company operates under brand “Asston”. Presently our Company is involved in the business of manufacturing and marketing of Tablets, Capsules, Oral Liquid, External Preparations (Ointment, Cream, Gel and Lotion) and Oral Powder (Sachet, Dry Syrup) etc. Apart from manufacturing products for direct sales, our Company also manufactures various pharmaceutical products for different marketers on loan license or on contract manufacturing basis. Our business is majorly carried out on principle-to-principle basis with different marketers. We are sometimes constrained to take new order or higher value order because of working capital requirement. However, with matured relationship over the years we shall negotiate future contract with advance payments from client and milestone based contracts. Presently most of our sales is derived from the Export markets. We gradually intend to expand our business segment operations and plan to continue our strategy of diversifying and expanding our presence in other segments for the growth of our business. As certified by M/s. Doshi Doshi & Co., Chartered Accountants, by way of their certificate dated December 27, 2024. A. Inventory Holding Days Justification: - Throughout from financial Year 2021-22 to 2023-24, our average inventory holding days consistently rose aligning with the growth in our revenue. In FY 2022-23, there is a surge in inventory holding days. This is due to there was certain amount of inventory which was sold to export customer, however there was an uncertain event due to which this inventory was lying at the importing country port only and the transaction was not completed. Keeping Inventory level at its optimum would help organization to keep the costs optimum thereby increasing earning level and Inventory level in the upcoming years is estimated to remain stable. With prudent and pragmatic approach in stocking raw materials, management tries keeping balance between the optimum levels of the inventory and effect on profitability. Management has projected average inventory holding days at approximately around 150 days for FY 2025, 2026, 2027 and FY 2028. B. Trade Receivable Holding Days Justification: - As a medicine exporting company, we primarily operate in an industry where realisation of sales proceeds takes certain amount of time. On one aspect, money is blocked while the other is an indicator of business volume. So due to the inherent nature of our business, at any given point of time we would have trade receivables. The lower the trade receivables, better is our cash position. Throughout the financial Year 2021-22 to 2023-24, our average trade receivable days consistently rose from approximately 7.5 months to 1.25 years, aligning with the growth in our revenue. The company's contracts are primarily with clients from different countries. As a result, the working capital cycle is extended, with receivables taking approximately seven to nine months to be collected from these entities. As a result, the working capital cycle is longer because it takes a long time to collect the receivables from these entities. Management envisage that receivables cycle in the new projects will be approximately 8 months. C. Trade Payables Holding Days Justification: - In contrast to trade receivables, trade payable holding days indicate that the company owes money to others. The longer the holding period, the better it is for working capital. The average trade payable days were 9 months in the fiscal year 2022, 2023 and 2024. Looking forward to fiscal Year 2025 and 2026, we have set objectives to reduce the creditors cycle period to 150 to 160 days. This is primarily because management envisages fulfilment of raw material orders on time by the vendors and thereby making payment effectively within creditor's terms. We believe our relationship with suppliers and vendors is important for timely material delivery. A good working arrangement with them helps grow our business, allowing us to negotiate better terms and build long-lasting relationships with creditors. Rationale for Increase in Working Capital Requirements 109 | Pa geAs a medicine exporting company, we operate in an industry where it takes some time to realise the receivables. Due to the nature of our business, we consistently have trade receivables. The export process in time consuming where it takes some time to get the products delivered to the customers and post that realising its payment. Our need for incremental working capital is briefly explained below: 1. Order Receipt and manufacturing: After receipt of the Purchase order from the customers, company sources the raw material and begins the manufacturing process either on its own plant or place the order with contract manufacturers for its products. Manufacturing process itself takes 2 months after procuring all the material required to manufacture the product. depending on the complexity and volume of the product to be delivered. The company needs to ensure timely availability of working capital for manufacturing and dispatch of Products. During this period, the company is not generating any revenue but needs capital for inventory and labour costs. 2. Time lag between Shipping of products and receipt by customer: The Company dispatches its products through shipping line, which takes approximately 6-7 weeks to reach its destination. The majority of revenue for the Company is from export of its products. Depending on the location, shipping could take several weeks or months, especially if it involves international logistics. There is a substantial time gap between shipping the products for exports and it reaching the destination country, and after clearance from the destination port to the customer at the end. The customs clearance in he destination country takes one week as well. This marks the point at which the company has delivered the goods but has not yet received any payment, in such scenario substantial amount of working capital is stuck in the Trade Receivables for its subsequent recovery. While the export process is time consuming, the customers pay the amount due post receiving the products after 4-6 months. The Company takes major amount of time from receiving the order, and manufacturing products, shipping the order and delivering the order to the customer. Post this, the customer takes 4-6 months to complete the payment. Hence, this long process takes time from using the capital in production till realisation of sales proceeds. 3. Establishment of market for medicines by customers: To establish the market for the company’s medicine products in the exporting country, sometimes it takes few months for its registration by the customer for use in its market. In case of new/certain products in order to be sold in the exporting markets it needs registration of product in the destination export market and sold to the ultimate end users by the company’s customers. The customer increases the payment cycle by these months and hence increase the number of Trade Receivables days and result in increase of the working capital gap. The Company will try to establish its business in new geographical territories for export of its products. This will require significant working capital to establish in new locations. Also, this would require registering the company's products in those countries as well, which needs decent amount of working capital. The company plans to initiate sale of more products in the market and this would need additional working capital for its associated costs. Costs such as research and development, registration charges and manufacturing costs shall increase, which will again need additional working capital. Such costs are ancillary to the business and its development. 4. Advances to Vendors for Raw Material: In order to timely receive Raw material and the correct quality of products, the company has to pay the supplier of raw materials some advance payment to certain vendors. This helps the company to ensure that the raw materials are available timely and of the correct quality. Some of the working capital gets stuck here. 5. Amount required for Cost of materials consumed: The Cost of materials consumed to revenue from operations ratio for all the financial years is mentioned below. This indicates a significant amount of working capital is required to fund the cost of materials consumed in the manufacturing process. Particulars Nov-24 FY 2023-24 FY 2022-23 FY 2021-22 Revenue from operations 2,068.16 1,558.62 653.8 959.85 Cost of materials consumed 1,152.69 975.41 334.93 767.37 % of Cost of materials consumed to revenue from 55.73% 62.58% 51.23% 79.95% operations 110 | Pa geFurther the estimations for the projected period depicts the requirement of working capital for cost of materials consumed. Particulars FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 Revenue from Operations 3,473.80 5,575.44 8,111.96 12,056.61 Cost of materials consumed 1945.33 3,345.26 4,867.18 7,233.97 % of Cost of materials consumed to revenue from operations 56.00% 60.00% 60.00% 60.00% A significant amount is required to spend on purchasing raw materials, Because of this, businesses need more working capital to cover operational expenses like buying more inventory, paying suppliers, and managing cash flow gaps. 6. Impact of New Manufacturing Facility on Working Capital Requirements: The Company has leased a manufacturing facility for its operations and this would result in increase in the operations of the company. New orders would require raw material apart from the other overhead cost, leading to a higher investment in inventory and consequently tying up additional working capital. Other ancillary costs such as labor charges, registration charges and freight and forwarding charges would increase too. Larger orders with suppliers might require upfront payments or longer credit terms, thereby increasing working capital demands to ensure continuous production without delays. 3. Repayment/prepayment, in part or full, of certain of our borrowings: Our Company has entered various financial arrangements with banks and financial institutions. The loan facilities entered by our Company include unsecured borrowing in the form of, inter alia, Business loan, Term loans, working capital facilities and Vehicle loan. For further details, including indicative terms and conditions, see “Financial Indebtedness” on page 209. As on 30th November, 2024, our outstanding loan is amounted to ₹ 697.11 Lakhs. Our company proposes to utilize an estimated amount of ₹ 100 Lakhs from the Net Proceeds towards repayment/ prepayment, in part or full, of certain borrowings availed by our Company. The repayment/ prepayment will help to reduce our outstanding indebtedness and interest costs to maintain a favorable debt-equity ratio and enable us to further utilizations of funds from our internal accruals for further investment in business growth and expansion. Further, our Company shall pay the prepayment charges or any other cost, if any, on the loans identified below, out of internal accruals of the company. Given the nature of these borrowings and the terms of repayment/prepayment, the aggregate outstanding borrowing amounts may vary from time to time. Further, the amounts outstanding under these borrowings as well as the sanctioned limits are dependent on several factors and may vary with our business cycle with multiple intermediate repayments, drawdowns and enhancement of sanctioned limits. However, the aggregate amount to be utilized from the Net Proceeds towards repayment/ prepayment of certain borrowings (including refinanced or additional borrowings availed, if any, or otherwise), in part or in full, would not exceed ₹ 100 Lakhs. The following table sets forth details of certain borrowings availed by our Company, which are outstanding as on November 30, 2024, which our Company shall repay, all or a portion of, any or all of the borrowings, from the Net Proceeds up to ₹ 100 Lakhs: Name Nature Date of Amount Amount Applicable rate of Tenor/ Prepayment of of letter of sanction outstanding as interest as on Repaymen penalty/ Lender Borro sanction ed on November November 30, t Schedule conditions wing 30, 2024 2024 Ashv Term 22-07- 30.00 27.46 19.5% p.a. 36 No Prepayment Finance Loan 2024 allowed till 6 Ltd months of disbursement, any prepayment post 6 EMI’s will attract penalty of 5% plus Goods and Service Tax on principal outstanding 111 | Pa geName Nature Date of Amount Amount Applicable rate of Tenor/ Prepayment of of letter of sanction outstanding as interest as on Repaymen penalty/ Lender Borro sanction ed on November November 30, t Schedule conditions wing 30, 2024 2024 Axis Term 29-09- 20.00 6.40 Rate of Interest is 1 36 Part prepayment- 2% Bank Loan 2022 Year MCLR 8.1% of outstanding loan Limited p.a. + Spread 6.9% plus GST p.a. Foreclosure- Upto 24 months- 4%, 25- 36 months- 3%, more than 36 months- 2% Poonaw Term 08-12- 25.00 19.65 17.5% p.a. 36 5% on amount being alla Loan 2023 prepaid plus Fincorp applicable taxes. Ltd L&T Term 22-07- 20.00 19.11 17.0% p.a. 48 Not Applicable Finance Loan 2024 Ltd. Kisetsu Term 02-08- 25.50 23.44 18.5% p.a. 30 6% + GST (12 Saison Loan 2024 Months) Finance 4% + GST (From 13 (India) to 24 Months) Private 2.5% + GST (25 Limited Month onwards) Tata Term 11-07- 35.00 32.71 17.0% p.a. 36 5% of principal Capital Loan 2024 outstanding. Ltd. Total 155.50 128.77 *In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, we have obtained a certificate dated December 27, 2024, from the Statutory Auditors Doshi Doshi & Co., Chartered Accountants certifying the utilization of the borrowings towards the purposes for which such borrowings were availed by us. # Any excess amount will be paid by the company from internal accruals as per the actual outstanding amount at the time of repayment. The borrowings proposed to be repaid/ prepaid out of the borrowings provided above, which has been approved pursuant to a resolution passed by our Board on shall be based on various factors including (i) cost of the borrowings to our Company, including applicable interest rates, (ii) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil such requirements, (iii) levy of any prepayment penalties and the quantum thereof, (iv) provisions of any law, rules, regulations governing such borrowings, and (v) other commercial considerations including, among others, the interest rate on the loan facility, the amount of the loan outstanding and the remaining tenor of the loan. Payment of interest, prepayment penalty or premium, if any, and other related costs shall be made by us out of the internal accruals. In case, we are unable to raise the Issue proceeds till the due date for repayment/ prepayment of any of the above mentioned portion of the loans, same shall be kept paid from the internal accruals of the company till the time issue proceeds are realized. However, once the issue proceeds are realized, same shall be utilized to repay/ prepay any of the above mentioned portion of the loans to the tune of ₹ 100 Lakhs of the net proceeds. General Corporate Purpose Our management will have flexibility to deploy ₹ [●], aggregating to [●] % of the Gross Proceeds towards general corporate purposes, including but not restricted to strategic initiatives, partnerships, joint ventures and strategic entity/ business acquisitions, branding, marketing, new client referral fees meeting exigencies which our Company may face in the ordinary course of business, to renovate and refurbish certain of our existing Company owned/leased and operated facilities or premises, towards brand promotion activities or any other purposes as may be approved by our Board, subject to compliance with the necessary provisions of the Companies Act. Our management, in accordance with the policies of the Board, will have flexibility in utilizing any amounts for general corporate purposes under the overall guidance and policies of our Board. The quantum of utilization of funds towards any of the purposes will be determined by the Board, based on the amount actually available under this head and the business requirements of our Company, from time to time. 112 | Pa geWe confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we confirm that in terms of Regulation 230(2) of the SEBI ICDR Regulations, the extent of the Net Proceeds according to this Draft Prospectus, proposed to be used for general corporate purposes, shall not exceed 15% of the amount raised by our Company through the Issue of Equity Shares. ISSUE RELATED EXPENSES The total estimated Issue Expenses are ₹ [●], which is [●] of the total Issue Size. The details of the Issue Expenses are tabulated below: (₹ in lakhs) Sr. Amount % of Total % of Total Particulars No. (₹ in lakhs) (1) Expenses (1) Issue size (1) Issue Management fees including fees and payment to other [●] [●]% [●]% 1 intermediaries such as Legal Advisors, Registrars and other out of pocket expenses. 2 Brokerage and selling commission (2)(3)(4) [●] [●]% [●]% 3 Printing & Stationery, Distribution, Postage, etc. [●] [●]% [●]% 4 Advertisement and Marketing Expenses [●] [●]% [●]% 5 Stock Exchange Fees, Regulatory and other Expenses [●] [●]% [●]% Total [●] [●]% [●]% (1) Will be incorporated at the time of filing of the Prospectus and on determination of Issue Price and other details. (2) The SCSBs and other intermediaries will be entitled to a commission of ₹[●]/- per every valid Application Form submitted to them and uploaded on the electronic system of the Stock Exchange by them. (3) The SCSBs would be entitled to processing fees of ₹[●] per Application Form, for processing the Application Forms procured by other intermediaries and submitted to the SCSBs. (4) Further the SCSBs and other intermediaries will be entitled to selling commission of [●] % of the Amount Allotted (product of the number of Equity Shares Allotted and the Issue Price) for the forms directly procured by them and uploaded on the electronic system of the Stock Exchange by them. The Issue expenses are estimated expenses and subject to change. The Issue expenses shall be payable within 30 working days post the date of receipt of the final invoice from the respective Intermediaries by our Company. APPRAISAL AND BRIDGE LOANS Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Prospectus, which are proposed to be repaid from the Net Proceeds. YEAR WISE DEPLOYMENT OF FUNDS / SCHEDULE OF IMPLEMENTATION Estimated schedule of commencement and completion Sr. No. Estimated date of Particulars Estimated date of completion commencement Capital expenditure towards acquiring machinery 1 Planning and Procurement of Machinery April 2025 July 2025 2 Installation of Machinery July 2025 August 2025 MONITORING OF UTILIZATION OF FUNDS Since the proceeds from the Issue do not exceed ₹10,000 lakhs, in terms of Regulation 262 of the SEBI ICDR Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our Board and Audit Committee will monitor the utilisation of the proceeds of the Issue. Our Company will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. Our Company will indicate investments, if any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchange. Pursuant to the SEBI Listing Regulations, our Company shall disclose to the Audit Committee of the Board of Directors the uses and applications of the Net Proceeds. Our Company shall prepare a statement of funds utilised for 113 | Pa gepurposes other than those stated in this Draft Prospectus and place it before the Audit Committee of the Board of Directors, as required under applicable law. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with the Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchange on a half yearly basis, a statement indicating (i) deviations, if any, in the utilisation of the proceeds of the Issue from the objects of the Issue as stated above; and (ii) details of category wise variations in the utilisation of the proceeds from the Issue from the objects of the Issue as stated above. INTERIM USE OF FUNDS Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net Proceeds with scheduled commercial banks included in schedule II of the RBI Act. Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any listed company or for any investment in the equity markets. VARIATION IN OBJECTS In accordance with Section 27 of the Companies Act, 2013, 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. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution shall specify the prescribed details as required under the Companies Act. The notice in respect of such resolution to Shareholders shall simultaneously be published in the newspapers, one in English and one in Regional language of the jurisdiction where our Registered Office is situated. The Shareholders who do not agree to the above stated proposal, our Promoters or controlling Shareholders will be required to provide an exit opportunity to such dissenting Shareholders, at a price as may be prescribed by SEBI, in this regard. OTHER CONFIRMATIONS / PAYMENT TO PROMOTERS AND PROMOTERS’ GROUP FROM THE IPO PROCEEDS There are no anticipated transactions in relation to utilization of Net Proceeds with our Promoters, Directors and Key Managerial Personnel. No part of the Net Proceeds will be paid by our Company as consideration to our Promoter, our Board of Directors, our Key Management Personnel or Enterprise in which our KMP’s has significant influence except in the normal course of business in compliance with applicable law. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 114 | Pa geBASIS FOR ISSUE PRICE The Price Band and Issue Price shall be determined by our Company in consultation with the Book Running 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 the qualitative and quantitative factors as described in this section. The face value of the Equity Shares is ₹10/- each and the Issue Price is [●] times of the face value at the lower end of the Price Band and [●] times of the face value at the upper end of the Price Band. Bidders should read the following basis with the section titled “Risk Factors” and chapters titled “Restated Financial Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business Overview” beginning on page 28, 207, 213 and 148 respectively, of this Draft Red Herring Prospectus to get a more informed view before making any investment decisions. QUALITATIVE FACTORS Some of the qualitative factors and our strengths which form the basis for the Issue Price are:  Formulation Expertise.  Experienced Promoters.  Wide range of Products.  Strategic Location.  Skilled Workforce  Good relationship with contract manufacturers  Quality Assurance  Good relationship with clients in the export market  Competitive Pricing  Asset Light Model For further details regarding some of the qualitative factors, which form the basis for computing the Issue Price, please see chapter titled “Our Business” beginning on page 148 of this Draft Red Herring Prospectus. QUANTITATIVE FACTORS The information presented in this chapter is derived from company’s Restated Financial Statements for the period ended November 30 ,2024 and financial year ended March 31, 2024, March 31, 2023 and March 31, 2022 which are prepared in accordance with Accounting Standards (Indian GAAP) For more details on financial information, investors please refer the chapter titled “Restated Financial Statements” beginning on page no. 207 of this Draft Red Herring Prospectus. Investors should evaluate our Company taking into consideration its niche business segment and other qualitative factors in addition to the quantitative factors. Some of the quantitative factors which may form the basis for computing the price are as follows: Some of the quantitative factors which may form the basis for computing the Issue Price are as follows: 1. Basic and Diluted Earnings / (Loss) Per Share (“EPS”), as adjusted for changes in capital. As per Restated Financial Statements Basic/ Diluted EPS Particulars Weights (in ₹) March 31, 2024 2.37 3 March 31, 2023 1.89 2 March 31, 2022 11.62 1 Weighted Average 3.75 November 30, 2024 (Not Annualised) 5.38 Note: Company has issued Bonus equity shares in the ratio of 1:7 as on 1st October, 2024. Notes: 1. The figures disclosed above are based on the Restated Financial Statements of the Company. 2. The company has the equity shares face value of Rs. 10/- each. 115 | Pa ge3. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/Total of weights. 4. Earnings per Share has been calculated in accordance with AS 20 – “Earnings per Share” issued by the Institute of Chartered Accountants of India. 5. The above statement should be read with Significant Accounting Policies and the Statement of Notes to the Restated Financial Statements as appearing in Annexure 4. 6. Basic Earnings per Share = Net Profit/(Loss) after tax, as restated attributable to equity shareholders / Weighted average number of equity shares outstanding during the year/ period. 7. Diluted Earnings per Share = Net Profit/(Loss) after tax, as restated attributable to equity shareholders / Weighted average number of diluted potential equity shares outstanding during the year/ period. 2. Price Earnings Ratio (“P/E”) in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share: As per Restated Financial Statements Particulars (P/E) Ratio at the P/E) Ratio at the Floor Price* Cap Price (no. of times) (no. of times) Based on Restated Financial Statements P/E ratio based on the Basic & Diluted EPS, as restated for FY 2023-24 [●] [●] P/E ratio based on the Weighted Average Basic & Diluted EPS [●] [●] for Nov-2024 *To be updated at the price band stage. Note: P/E ratio has been computed dividing the price per share by Earnings per Equity Share. 3. Return on Net worth (RoNW) As per the Restated Financial Statements: Sr. No Period RONW (%) Weights 1 Financial Year ending March 31, 2024 21.28% 3 2 Financial Year ending March 31, 2023 53.21% 2 3 Financial Year ending March 31, 2022 11.90% 1 Weighted Average 30.36% November 30, 2024 (Not Annualised) 34.55% Note: i. The figures disclosed above are based on the Restated Financial Statements of the Company. ii. The RoNW has been computed by dividing restated net profit after tax (excluding exceptional items) with restated Net worth as at the end of the year/period iii. 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. 4. Net Asset Value (NAV) per Equity Share (Face Value of ₹10 each). As per Restated Financial Statements Financial Year NAV per Share (in Rs.) March 31,2024 10.19 March 31,2023 3.55 March 31,2022 1.66 November 30,2024 15.57 Net Asset Value per Equity Share after the Issue at Floor Price [●] Net Asset Value per Equity Share after the Issue at Cap Price [●] Issue Price [●] Note: Company has issued Bonus equity shares in the ratio of 1:7 as on 1st October, 2024. 5. Comparison of accounting ratios with listed Industry peers. 116 | Pa geS. Name of the Standalone/ Face CMP EPS P/E RONW NAV No. Company Consolidated Value (Rs) Ratio (%) (Rs. (Per Per share) share) 1. Asston Standalone 10 [●] 2.37 [●] 21.28% 10.19 Pharmaceuticals Limited Peer Group* 2. Shelter Pharma Standalone 10 56.39 5.36 9.17 17.77 30.17 Limited 3. Bafna Standalone 10 80.00 3.11 25.11 9.08 34.17 Pharmaceuticals Limited 4. Trident Lifeline Standalone 10 265 6.10 26.74 13.37 45.81 Limited Note: Industry Peer may be modified for finalization of Issue Price before filing Draft Red Herring Prospectus with ROC. * Sourced from Annual Reports, audited Financials, NSE. Notes: • Considering the nature and turnover of business of the Company, the peers are not strictly comparable. However, the same has been included for broader comparison. • The figures for Asston Pharmaceuticals Limited are based on the standalone restated results for the year ended March 31, 2024. • The figures for the peer group are based on audited results for the year ended March 31, 2024. • Current Market Price (CMP) is the closing price of NSE respective scrip as on December 28, 2024. The face value of our share is ₹10/- per share and the Issue Price is of ₹ [●] per share are [●] times of the face value. Investor should read the above-mentioned information along with the section titled “Risk Factors” beginning on page 28 of this Draft Red Herring Prospectus and the financials of our Company including important profitability and return ratios, as set out in the chapter titled “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus. 6. Key Performance Indicators (“KPI”). The KPIs disclosed below have been used historically by our Company to understand and analyse the business performance, which in result, help us in analyzing the growth of various verticals in comparison to our peers. The KPIs disclosed below have been approved by a resolution of our Audit Committee dated December 27, 2024, and the members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three years period prior to the date of filing of this Draft Red Herring Prospectus. Further, the KPIs herein have been certified by Peer review Auditors by their certificate dated December 27, 2024. The KPIs of our Company have been disclosed in the chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 213 of this Draft Red Herring Prospectus, respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” beginning on pages 1 of this Draft Red Herring Prospectus. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Issue as per the disclosure made in the chapter titled “Objects of the Issue”, whichever is later or for such other duration as may be required under the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a member of an expert body as required under the SEBI ICDR Regulations. 117 | Pa geOur Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Issue as per the disclosure made in the chapter titled “Objects of the Issue”, whichever is later or for such other duration as may be required under the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a member of an expert body as required under the SEBI ICDR Regulations. Key Performance Indicators of our Company 1. 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. KPI Indicators (₹ In Lakhs except percentages and ratios) Sr. No. Particulars For the period ended For the year ended November 30, 2024 FY 2023- FY 2022- FY 2021- 24 23 22 1 Revenue from operations (1) 2,068.16 1,558.62 653.80 959.85 2 EBITDA(2) 378.71 254.58 151.66 (35.55) 3 EBITDA (%) Margin(3) 18.31% 16.33% 23.20% (3.70%) 4 PAT(4) 337.49 136.03 105.66 11.06 5 PAT Margin(5) 16.32% 8.73% 16.16% 1.15% 6 Return on Equity (ROE)%(6) 41.77% 32.47% 72.49% 9.98% 7 ROCE%(7) 44.47% 34.29% 56.08% 31.68% 8 Debt- Equity Ratio(8) 0.71 1.07 2.64 3.56 9 Net Fixed Assets Turnover Ratio 23.66 14.29 5.78 10.46 (Times) (9) 10 Current Ratio (Times) 1.88 1.52 1.09 0.98 11 EPS(10) 5.38 2.37 1.89 11.62 Notes: 1. Revenue from operations is the total revenue generated by our Company. 2. EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses- Other Income 3. EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations 4. PAT is Profit Before Tax-current tax-deferred tax. 5. PAT Margin is PAT/Revenue from operations 6. ROE is Net profit after tax/Total Equity 7. ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity plus total debt 8. Debt Equity Ratio is Net Debt/Total equity*Net debt =non current borrowing +current borrowing -cash and cash equivalent, Bank balance and investment in Mutual funds. Total Equity= Equity share capital +other equity 9. Net fixed asset turnover ratio=Revenue from operations/Fixed Asset 10. Current Ratio: Current Asset over Current Liabilities 11. EPS is mentioned as EPS for the period 118 | Pa geExplanation for KPI metrics: 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. EBITDA 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 informs the management of annual growth rate in EBITDA of company in consideration to previous period ROCE % ROCE provides how efficiently our Company generates earnings from the capital employed in the business. Current Ratio Current ratio indicate the company’s ability to bear its short term obligations Operating Cash Flow Operating cash flow shows whether the company is able to generate cash from day to day business PAT Profit after Tax is an indicator which determine the actual earning available to equity shareholders ROE It is an indicator that shows how much the company is generating from its available shareholders’ funds EPS Earnings per share is the company’s earnings available of one share of the Company for the period Operational KPI Particulars For the period ended For the year ended November 30, 2024 FY FY 2022- FY 2021- 2023-24 23 22 Total Production (MT) 5,80,000 6,00,000 4,20,000 3,00,000 Power and fuel cost 9.81 0.53 0.39 0.39 Labour cost 70.28 145.23 65.04 94.15 2. 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 financial statements. (₹ in lakhs) For the Financial Financial Financial Year period Year ended Year ended ended March 31, Particulars ended March 31, March 31, 2022 November 2024 2023 30, 2024 Revenue from operations 2,068.16 1,558.62 653.80 959.85 Profit after tax 337.49 136.03 105.66 11.06 Cash flow from operating activities 39.37 (380.03) (31.57) (118.64) Cash Flow from investing activities 89.31 (0.54) (91.21) (0.20) 119 | Pa geFor the Financial Financial Financial Year period Year ended Year ended ended March 31, Particulars ended March 31, March 31, 2022 November 2024 2023 30, 2024 Cash Flow from financing activities (73.99) 368.84 121.46 129.26 Net Change in Cash and cash equivalents 55.00 (11.73) (1.31) 10.43 3. 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 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. On the basis of Restated financial statements. (in ₹ lakhs, except %) For the period Financial Year Financial Year Financial Year ended November ended March 31, ended March 31, ended March Particulars 30, 2024 2024 2023 31, 2022 EBITDA 378.71 254.58 151.66 (35.55) Revenue from operations 2,068.16 1,558.62 653.80 959.85 PAT 337.49 136.03 105.66 11.06 EBITDA margin 18.31% 16.33% 23.20% (3.70%) Working capital 1,109.39 627.78 90.50 (17.69) PAT Margin 16.32% 8.73% 16.16% 1.15% Net worth 976.74 639.25 198.59 92.93 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. Particulars For the period Financial Year Financial Year Financial Year ended ended March ended March ended March November 30, 31, 2024 31, 2023 31, 2022 2024 Current ratio 1.88 1.52 1.09 0.98 Debt-equity ratio 0.71 1.07 2.64 3.56 Inventory turnover ratio 14.27 6.64 3.34 8.84 120 | Pa geParticulars For the period Financial Year Financial Year Financial Year ended ended March ended March ended March November 30, 31, 2024 31, 2023 31, 2022 2024 Trade receivables turnover ratio 1.08 1.26 0.87 1.80 Trade payables turnover ratio 1.37 1.45 0.73 1.62 Net capital turnover ratio 1.86 2.48 7.22 (54.26) Net profit ratio 16.32% 8.73% 16.16% 1.15% Return on equity ratio 41.77% 32.47% 72.49% 9.98% Return on capital employed 44.77% 34.29% 56.08% 31.68% Ratio Explanation Current Ratio Current Assets divided by Current Liabilities Debt-equity ratio Total Debt divided by Net Worth Debt service coverage ratio EBIT divided by Total Debt + Finance Cost Inventory turnover ratio Cost of Goods Sold divided by Average Inventory Trade receivables turnover ratio Revenue from Operations divided by Average Debtors Trade payables turnover ratio Total Operating Expenses divided by Average Creditors Net capital turnover ratio Revenue from Operations divided by Working Capital Net profit ratio Profit after Tax divided by Total Revenue Return on equity ratio Profit after Tax divided by Net Worth Return on capital employed EBIT divided by Net worth Plus Total Debt This space has been left blank intentionally 121 | Pa ge4. Set forth below are the details of comparison of key performance of indicators with our listed industry peer: (Amount in ₹ lakhs, except %) Particulars Asston Pharmaceuticals Limited Shelter Pharma Limited Bafna Pharmaceuticals Trident Lifeline Limited Limited Standalone Standalone Standalone Standalone Novemb FY FY FY FY FY FY FY FY FY FY FY FY er 30, 2023-24 2022-23 2021-22 2023-24 2022-23 2021-22 2023-24 2022-23 2021-22 2023-24 2022-23 2021-22 2024 Revenue from operations (1) 15,246.5 11,534. 2,068.16 1,558.62 653.80 959.85 4,002.00 3,615.27 3,005.54 8,514.03 4,470.00 3,169.22 2,176.80 7 99 Growth in Revenue from - 138.39% 31.88% - 10.70% 20.29% - 32.18% 35.48% 0.00% 41.04% 45.59% - Operations (2) EBITDA(3) 1,898.8 378.71 254.58 151.66 (35.55) 869.66 812.93 292.66 1,463.36 1,141.42 1,100.00 740.44 427.61 3 EBITDA (%) Margin(4) 18.31% 16.33% 23.20% (3.70%) 20.88% 22.03% 9.74% 9.60% 15.90% 16.00% 23.55% 23.36% 19.64% PAT(5) 1,149.1 337.49 136.03 105.66 11.06 620.02 520.58 185.69 738.44 515.11 700.00 601.20 394.77 1 PAT Margin(6) 16.32% 8.73% 16.16% 1.15% 15.49% 14.40% 6.18% 4.82% 9.69% 6.00% 15.77% 18.97% 18.14% Net Worth(7) 7,345.4 976.74 639.25 198.59 92.93 3,581.58 1,454.88 880.54 8,083.90 6,288.04 5,270.00 4,563.16 477.57 6 ROCE%(8) 44.54% 34.29% 56.08% 31.68% 22.89% 46.55% 31.32% 10.52% 16.67% 11.54% 18.21% 15.27% 49.00% Current Ratio(9) 1.88 1.52 1.09 0.98 20.15 3.00 2.43 1.75 1.88 2.14 3.10 4.63 1.41 ROE(10) 41.77% 32.47% 72.49% 9.98% 17.31% 35.78% 23.23% 9.13% 15.64% 8.61% 13.37% 26.08% 229.19% EPS(11) 5.38 2.37 1.89 11.62 5.36 6.72 38.37 3.11 4.86 2.17 6.10 6.22 6.92 **All the information for listed industry peers mentioned above are sourced from their respective audited financial results and/or annual report and restated financial statements provided in their respective Prospectus. Notes: (1) Revenue from Operations as appearing in the Restated Financial Statements/ Annual Reports of the respected companies (2) Growth in Revenue (%) 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 Revenue from Operations (5) PAT is mentioned as PAT for the period (6) PAT Margin: PAT divided by Total Income (7) Net Worth: Share Capital plus Reserve and Surplus (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) ROE/ RONW is calculated PAT divided by shareholders’ equity (11) EPS is mentioned as EPS for the period 122 | Pa ge7. Justification for Basis for Issue price a. The price per share of our Company is based on the primary/ new issue of shares (equity / convertible securities), excluding shares issued under ESOP/ESOS and issuance of bonus shares. Except as mentioned below, there has been no issuance of Equity Shares (excluding shares issued under ESOP/ESOS and issuance of bonus shares), during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance 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 30 days. Date of Allotment No. of Equity Face Issue Nature of Nature of Total Consideration Shares Value (₹) Price (₹) Consideration Allotment allotted 10/01/2024 83,920 10 363 Cash Preferential Issue 3,04,62,960 01/10/2024 54,87,440 10 Nil Other than Cash Bonus Issue 1:7 NIL Weighted average cost of acquisition (WACOA) Primary Issuances (in ₹ per Equity Share) 5.47/- b. The price per share of our Company based on the secondary sale / acquisition of shares (equity shares). Except as mentioned below, there have been 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 Draft Red Herring Prospectus, 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 share 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. Name of Date of Promoter/ Number of Total Subscribed/ Acquired/ Shareholder Transaction Promoter Equity Consideration Transferred Group/ Shares Director Subscribed to/ Acquired/ Sold Dr. Ashish Narayan Feb 13, 2024 -67,533.00 -40,51,980 Transfer -67,533.00 Sakalkar Dr. Ashish Narayan Feb 13, 2024 -39,123.00 -23,47,380 Transfer -39,123.00 Sakalkar Dr. Ashish Narayan April 23, 2024 -11,737.00 -14,08,440 Transfer -11,737.00 Sakalkar Saili Jayaram More Feb 13, 2024 -44,058.00 -26,43,480 Transfer -44,058.00 Saili Jayaram More Feb 13, 2024 -39,123.00 -23,47,380 Transfer -39,123.00 Saili Jayaram More Feb 13, 2024 -23,475.00 -14,08,440 Transfer -23,475.00 Saili Jayaram More April 23, 2024 -11,737.00 -14,08,440 Transfer -11,737.00 Sachin Badakh Feb 13, 2024 39,123.00 23,47,380 Acquired 39,123.00 Sachin Badakh Feb 13, 2024 39,123.00 23,47,380 Acquired 39,123.00 Weighted average cost of acquisition (WACOA) Secondary Issuances (in ₹ per Equity 68.88 Share) c. Since there is an eligible transaction of our Company reported in (a) & (b) above in accordance with paragraph (9)(K)(4)(a) of the SEBI ICDR Regulations, the price per Equity Share of our Company based on the last five primary or secondary transactions in Equity Shares (secondary transactions where the Promoters/Promoter Group entities, Selling Shareholders or Shareholders having the right to nominate director on the Board are a party to the transaction) not older than 3 years prior to the date of filing of this Draft Red Herring Prospectus has not been computed. d. Weighted average cost of acquisition, Issue Price. 123 | Pa geBased on the disclosures in (a) above, the weighted average cost of acquisition of Equity Shares as compared with the Offer Price is set forth below: Types of transactions Weighted average cost of Floor Price (₹ [●])* Cap Price (₹ [●])* acquisition (₹ per Equity Share) ^ Weighted average cost of 5.47 [●] [●] acquisition of primary issuances Weighted average cost of 68.88 [●] [●] acquisition for secondary transactions ^As certified by Doshi Doshi & Co., Chartered Accountants, by way of their certificate dated December 27, 2024. * To be updated in the Red Herring Prospectus prior to filing with RoC. e. Explanation for Cap Price being [●] times of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set out in 8 (d) above) along with our Company’s key performance indicators and financial ratios for the Fiscals 2023, 2022 and 2021 and for the period ended December 31, 2023. [●]* *To be included on finalization of Price Band. f. The Issue Price is [●] times of the face value of the equity shares The face value of our share is ₹10/- per share and the Issue Price is of ₹[●] per share are [●] times of the face value. Our Company in consultation with the Book Running Book Running Lead Manager believes that the Issue Price of ₹[●] per share for the Public Issue is justified in view of the above quantitative and qualitative parameters. Investor should read the above-mentioned information along with the section titled “Risk Factors” beginning on page 28 of this Draft Red Herring Prospectus and the financials of our Company including important profitability and return ratios, as set out in the chapter titled “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 124 | Pa geSTATEMENT OF POSSIBLE TAX BENEFITS To, The Board of Directors, Asston Pharmaceuticals Limited (formerly known as Asston Pharmaceuticals Private Limited) 4th Floor, Office No. A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane – 400 614, Maharashtra, India Dear Sir, Sub: Statement of Possible Special Tax Benefits available to Asston Pharmaceutical Limited (‘the Company”) and its shareholders prepared in accordance with the requirements in Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended (“SEBI ICDR Regulations”) We refer to proposed issue of the shares Asston Pharmaceuticals Limited (‘the Company’) states the special tax benefits available to the Company and the shareholders of the Company under the Income-Tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 (collectively the “GST Act”) presently in force in India. 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 business imperatives which the Company may face in the future, the Company may or may not choose to fulfill. The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and do not cover any general tax benefits available to the Company. Further, the preparation of enclosed statement and the contents stated therein 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 is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and 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 proposed initial public offering of Equity shares (“the Issue”) by the Company. 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. The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. Our views are based on facts and assumptions indicated to us and the existing provisions of tax law and its interpretations, which are subject to change or modification from time to time by subsequent legislative, regulatory, administrative, or judicial decisions. Any such changes, which could also be retrospective, 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. This report including enclosed annexure are intended solely for your information and for the inclusion in the Draft Prospectus/ Prospectus or any other issue related material in connection with the proposed initial public offer of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. For Doshi Doshi & Co., Chartered Accountants Firm Reg No: 153683W Peer Review Certificate No.: 014874 125 | Pa geSD/- Chintan R. Doshi Partner Membership Number: 158931 UDIN: 25158931BMIFPH5795 Place: Ahmedabad Date: December 27th, 2024 [THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 126 | Pa geANNEXURE ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS Outlined below are the special tax benefits available to Asston Pharmaceuticals Limited (the “Company”) and its Shareholders under the Income Tax Act, 1961 (the “Act”) as amended by the Finance Act, 2024 read with relevant rules, circular and notifications issued from time to time, applicable for the Financial Year 2024-25 relevant to the Assessment Year 2025-26, presently in force in India 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. SPECIAL TAX BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT, 1961 (THE ACT”) a.Special tax benefits available to the Company Section 115BAA of the Act, as inserted vide the Taxation Laws (Amendment) Act, 2019, provides that domestic company has to opt for a corporate tax rate of 22% (plus applicable surcharge and education cess) for the financial year 2019-20 onwards, provided the total income of the company is computed without claiming certain specified incentives/deductions or set-off of losses, depreciation etc. and claiming depreciation determined in the prescribed manner. As company opts for section 115BAA, provisions of Minimum Alternate Tax (‘MAT’) would not be applicable and unutilized MAT credit will not be available for set-off. The option needs to be exercised on or before the due date of filing the tax return. Option once exercised, cannot be subsequently withdrawn for the same or any other tax year. The Company may claim such beneficial tax rate in future years subject to giving away any other income-tax benefits under the Act (other than the deduction available under section 80JJAA and 80M of the Act) and fulfilling the then prevailing provisions under the Act. Subject to the fulfilment of prescribed conditions, the Company is entitled to claim deduction under section 80JJAA of the Act with respect to an amount equal to 30% of additional employee cost (relating to specified category of employees) incurred in the course of business, for three assessment years including the assessment year relevant in which such employment is provided. Further, where the Company wishes to claim such possible tax benefit, it shall obtain necessary certification from Chartered Accountant on fulfilment of the conditions under the extant provisions of the Act. B.SPECIAL TAX BENEFITS TO THE SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 (THE “ACT”) The Shareholders of the Company are not entitled to any special tax benefits under the Act, However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant provisions of the Act. •Section 112A of the Act provides for concessional rate of tax on long term capital gain arising on transfer of equity shares, the amount of income-tax calculated on such long-term capital gains exceeding one lakh twenty-five thousand rupees— (a) on long-term capital gains at the rate of ten per cent for any transfer which takes place before the 23rd day of July, 2024; and (b) on long-term capital gains, at the rate of twelve and one-half per cent for any transfer which takes place on or after the 23rd day of July, 2024. 127 | Pa ge•Section 111A of the Act provides for concessional rate of tax, the tax payable by the assessee on the total income shall be the aggregate of— (i) the amount of income-tax calculated on such short-term capital gains— (a) at the rate of fifteen per cent for any transfer which takes place before the 23rd day of July, 2024; and (b) at the rate of twenty per cent for any transfer which takes place on or after the 23rd day of July, 2024. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident shareholder has fiscal domicile. STATEMENT OF SPECIAL POSSIBLE INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY, AND THE SHAREHOLDERS OF THE COMPANY The Company is primarily engaged in the business of manufacture and sale of pharmaceutical and nutraceutical products. The Company sells its products in domestic as well as global markets, majority of sales is made from exports. The Company has active GST registered under 01 State only i.e., Maharashtra. A.Special tax benefits available to the Company Brief framework is as below - •A taxable supply includes all forms of supply of goods or services or both such as sale, transfer, barter, exchange, license, rental, lease or disposal made or agreed to be made for a consideration in the course or furtherance of business. Such supply is chargeable to tax at applicable rates with the standard rate being 18%. •GST is not chargeable on exempt supplies. Exempt supplies are those which either attract NIL tax rate or have been made exempt by way of notification. Taxpayers are not entitled to claim Input Tax Credit on exempt supplies. Further, the exporter has the option to – •supply goods or services under bond or Letter of Undertaking (LUT) without payment of tax and claim refund of unutilized ITC; or •Supply goods or services on payment of tax and claim refund of such tax paid. B.Special tax benefits available to the shareholders of the Company There are no special tax benefits available to the shareholders under the indirect taxes. 128 | Pa geNote: •The above statement of Direct Tax Benefits sets out the special tax benefits available to the Company and its shareholders under the current tax laws presently in force in India. 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 or its shareholders may or may not choose to fulfil. •The above statement covers only above-mentioned tax laws benefits and does not cover any indirect tax law benefits or benefit under any other law. •This statement does not discuss any tax consequences in the country outside India of an investment in the shares. The shareholders /investors in the country outside India are advised to consult their own professional advisors regarding possible income-tax consequences that apply to them. •Our views expressed in this statement are based on the facts and assumptions as indicated in the statement. 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 change from time to time. We do not assume responsibility to update the views consequent to such changes. [THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 129 | Pa geSECTION VI – ABOUT THE COMPANY INDUSTRY OVERVIEW The information in this section includes extracts from publicly available information, data and statistics and has been derived from various government publications and industry sources. Neither we, the Lead Manager nor any of our or their respective affiliates or advisors nor any other person connected with Issue have verified this information. The data may have been re-classified by us for the purposes of presentation. The information may not be consistent with other information compiled by third parties within or outside India. Industry sources and publications generally state that the information contained therein has been obtained from sources it believes to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured. Industry and government publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry and government sources and publications may also base their information on estimates, forecasts and assumptions which may prove to be incorrect. Before deciding to invest in the Equity Shares, prospective investors should read this entire Draft Red Herring Prospectus, including the information in the sections "Risk Factors" and "Restated Financial Statements" beginning on page 28 and 207 respectively of the Draft Red Herring Prospectus. An investment in the Equity Shares involves a high degree of risk. For a discussion of certain risks in connection with an investment in the Equity Shares, please see the section ‘Risk Factors’ on page 28 of the Draft Red Herring Prospectus. Accordingly, investment decisions should not be based on such information. GLOBAL ECONOMY Global growth is expected to remain stable yet underwhelming. At 3.2 percent in 2024 and 2025, the growth projection is virtually unchanged from those made in both the July 2024 World Economic Outlook Update and the April 2024 World Economic Outlook forecast. However, notable revisions have taken place beneath the surface since April 2024, with upgrades to the forecast for the United States offsetting downgrades to those for other advanced economies—in particular, the largest European countries. Likewise, in emerging market and developing economies, disruptions to production and shipping of commodities-especially oil-conflicts, civil unrest, and extreme weather events have led to downward revisions to the outlook for the Middle East and Central Asia and that for sub-Saharan Africa. These have been compensated for by upgrades to the forecast for emerging Asia, where surging demand for semiconductors and electronics, driven by significant investments in artificial intelligence, has bolstered growth. The latest forecast for global growth five years from now-at 3.1 percent-remains mediocre compared with the pre-pandemic average. Persistent structural headwinds-such as population aging and weak productivity-are holding back potential growth in many economies. Cyclical imbalances have eased since the beginning of the year, leading to a better alignment of economic activity with potential output in major economies. This adjustment is bringing inflation rates across countries closer together and on balance has contributed to lower global inflation. Global headline inflation is expected to fall from an annual average of 6.7 percent in 2023 to 5.8 percent in 2024 and 4.3 percent in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. As global disinflation continues to progress, broadly in line with the baseline, bumps on the road to price stability are still possible. Goods prices have stabilized, but services price inflation remains elevated in many regions, pointing to the importance of understanding sectoral dynamics and of calibrating monetary policy accordingly. Risks to the global outlook are tilted to the downside amid elevated policy uncertainty. Sudden eruptions in financial market volatility-as experienced in early August-could tighten financial conditions and weigh on investment and growth, especially in developing economies in which large near-term external financing needs may trigger capital outflows and debt distress. Further disruptions to the disinflation process, potentially triggered by new spikes in commodity prices amid persistent geopolitical tensions, could prevent central banks from easing monetary policy, which would pose significant challenges to fiscal policy and financial stability. Deeper- or longer-than- expected contraction in China’s property sector, especially if it leads to financial instability, could weaken consumer sentiment and generate negative global spillovers given China’s large footprint in global trade. An intensification of protectionist policies would exacerbate trade tensions, reduce market efficiency, and further disrupt supply chains. Rising social tensions could prompt social unrest, hurting consumer and investor confidence and potentially delaying the passage and implementation of necessary structural reforms. As cyclical imbalances in the global economy wane, near-term policy priorities should be carefully calibrated to ensure a smooth landing. In many countries, shifting gears on fiscal policy is urgently needed to ensure that public debt is on a sustainable path and to rebuild fiscal buffers; the pace of adjustment should be tailored to country-specific circumstances. Structural reforms are necessary to lift medium-term growth prospects, but support for the most vulnerable should be maintained. Multilateral cooperation is needed more than ever to accelerate the green transition and to support debt-restructuring efforts. Mitigating the risks of geoeconomic fragmentation and strengthening rules-based multilateral frameworks are essential to ensure that all economies can reap the benefits of future growth. The past four years have put the resilience of the global economy to the test. A once-in-a-century pandemic, eruption of geopolitical conflicts, and extreme weather events have disrupted supply chains, caused energy and food crises, and prompted governments to take unprecedented actions to protect lives and livelihoods. The global economy has demonstrated resilience overall, but this masks uneven performance across regions and lingering fragilities. The negative supply shocks to the global economy since 2020 have had 130 | Pa gelasting effects on output and inflation, with varied impacts across individual countries and country groups. The sharpest contrasts are between advanced and developing economies. Whereas the former have caught up with activity and inflation projected before the pandemic, the latter are showing more permanent scars, with large output shortfalls and persistent inflation (Figure 1.1). They also remain more vulnerable to the types of commodity price surges that followed Russia’s invasion of Ukraine (Figure 1.2). Figure 1.1. Growth and Inflation Revisions Since the beginning of the year, signs have emerged that cyclical imbalances are being gradually resorbed, with economic activity in major economies better aligned with their potential. These developments may have helped bring inflation rates across countries closer together, but the momentum in global disinflation appears to have slowed in the first half of the. Goods prices have stabilized, and some are declining, but services price inflation remains high in many countries, partly reflecting rapid wage increases, as pay is still catching up with the inflation surge of 2021–22. This has forced some central banks to delay their policy-easing plans, putting public finances under more pressure, especially in countries where debt- servicing costs are already high and refinancing needs significant. Now, as before, the global outlook will be shaped largely by fiscal and monetary choices, their international spillovers, the intensity of geoeconomic fragmentation forces, and the ability of governments to implement long-overdue structural reforms. With inflation approaching central bank targets and governments striving to manage debt dynamics, the policy mix is expected to shift from monetary to fiscal tightening as monetary policy rates are brought down, closer to their natural levels. How fast such rotations occur in individual countries will have consequences for capital flows and exchange rates. The level of uncertainty surrounding the outlook is high. Newly elected governments could introduce significant shifts in trade and fiscal policy. Moreover, the return of financial market volatility over the summer has stirred old fears about hidden vulnerabilities. This has heightened anxiety over the appropriate monetary policy stance-especially in countries where inflation is persistent and signs of slowdown are emerging. Further intensification of geopolitical rifts could weigh on trade, investment, and the free flow of ideas. This could affect long-term growth, threaten the resilience of supply chains, and create difficult trade-offs for central banks. On the upside, governments could succeed in building the necessary consensus around overdue and difficult-to-pass structural reforms, which would boost growth and enhance fiscal sustainability and financial stability. In many advanced economies, disinflation has come at a relatively low cost to employment, thanks partly to offsetting supply developments. These included a faster-than-expected decline in energy prices and a surprising rebound in labor supply, bolstered by substantial immigration flows that helped cool labor markets. Since the beginning of 2024, signs that cyclical imbalances are being gradually resorbed have helped bring inflation rates across countries closer together). Disinflation has continued broadly as expected 131 | Pa gebut did show signs of slowing in the first half of the year, suggesting potential bumps on the road to price stability. The persistence in core inflation has been driven primarily by services price inflation. At 4.2 percent, core services price inflation is about 50 percent higher than before the pandemic in major advanced and emerging market economies (excluding the US). This contrasts with core goods price inflation, which has declined all the way to zero. Recent increases in shipping rates, especially for routes to and from China, have put upward pressure on goods prices. However, this source of upward pressure has been mitigated so far by declining prices for exports from China (. Stubbornness in services price inflation partly reflects higher nominal wage growth relative to pre- pandemic trends. Even as labor market pressure has started to ease, wage negotiators have continued to aim for sizable raises to counter the cost-of-living squeeze felt after the 2021–22 inflation surge. That nominal wage growth continues to run higher after the inflation surge is consistent with past inflationary episodes-when real wages catch up to their equilibrium level determined by labor productivity-and does not necessarily risk a wage-price spiral. With output gaps expected to close, and assuming no disruptions to labor supply in advanced economies, wage growth is expected to moderate. Whether recent increases translate into further persistence in core inflation will depend on (1) the impact of recent real wage increases on unit labor costs, which itself depends on labor productivity, and (2) the willingness of firms to absorb increased unit labor costs in their profit margins. These two factors seem to be working differently in the largest two advanced economies but should still allow disinflation to continue. In the United States, wage growth has reflected productivity gains lately, keeping unit labor costs contained. In the euro area, recent wage increases have exceeded productivity, raising unit labor costs. However, European firms should be able to absorb those costs, given large increases in profit shares in recent years. (Source: https://www.imf.org/en/Publications/WEO/Issues/2024/10/22/world-economic-outlook-october-2024 ) OVERVIEW ON INDIAN ECONOMY INTRODUCTION India is a 5th largest economy in the world by nominal GDP at US$ 3.94 trillion. Economy grew by 8.2% in FY24 and logged 5.4% growth rate in Q2 FY25 while the GDP growth rate for FY25 is expected to be around 7% – 7.2%, which is still among the highest in the world. India's economy is a mix of traditional and modern agriculture, technology services, the handicraft industry, and business outsourcing. The services sector is the largest and fastest-growing, contributing over 60% of GDP. Agriculture contributes around 12% of GDP but employs over 50% of the workforce. Manufacturing accounts for 15% of GDP. With stable government at the center, favourable demographic, various policy reforms like GST and labour laws, various growth policies like “Make in India”, PLI, FAME, etc India is expected to grow and reach US$ 8 trillion economy in next decade. Growth is likely to pick up, driven by increasing consumer spending, especially in rural India, as inflation subsides, and agricultural output improves after favorable monsoon conditions. A tempered global growth outlook and a delayed synchronized recovery in Western economies-compared to what was previously expected-will likely weigh on India’s exports and outlook for the next fiscal year. At the same time, India may benefit from higher capital inflows, translating into long-term investment and job opportunities as multinational companies around the world look to reduce operational costs further. There are some green shoots in labor market trends-with a rise in the share of salaried positions and services subsectors demanding higher qualifications, including business and professional services in the areas of technology and finance. Female participation in the labor force has also increased, particularly in rural areas. However, a heavy reliance on agricultural jobs continues, and informal employment remains prevalent. The government’s focus on boosting manufacturing and improving youth employability, coupled with India’s young and aspirational population, presents a unique opportunity for economic growth. As the country advances toward becoming a US$5 trillion economy, expanding manufacturing and emerging industries and transitioning toward clean-energy alternatives will likely create high-quality, formal, and green jobs. This will help many Indian states that are aspiring to grow rapidly, as they are already investing in these areas to tap into India’s demographic advantage. 132 | Pa ge(Source: https://www2.deloitte.com/in/en/pages/about-deloitte/articles/india-economic-outlook-october-2024.html) 1. India’s near-term outlook Five factors will drive growth in the upcoming quarters.  Rural consumption spending is rebounding due to moderating inflation, specifically in food. Besides, better rainfall (over June to September, precipitation in the country as a whole was 109% of its long-period average in 2020, and it has been the third highest since 1994) and all-time high production and stock of kharif crops8 (such as rice and paddy sown during the monsoon season from June to August) point to robust agricultural output this year, thereby further pushing rural demand.9 This will likely factor into spending during festive months and beyond.  The government’s reduced capital expenditures during the election will likely be made up for in the latter half of the year, thereby boosting the overall economy.  Manufacturing sector capacity utilization is at an all-time high of 76.4%, which suggests that private investments in the sector will pick up. Higher capex will also crowd in investments.  Oil prices are expected to remain modest and range-bound, which will help reduce import bills and, therefore, the current account deficit. Besides, low oil prices will also reduce the cost of imported intermediate goods and raw materials, bringing down production costs.  Last but not least, as US elections conclude in November and the Federal Reserve looks to ease monetary policy further by the end of the year, higher liquidity, policy stability, and a modest growth outlook in the United States could incentivize global investors and multinational corporations to invest outside the United States. India will likely benefit from these trends and see higher capital inflows translate into long-term investment and job opportunities. Indian economy is expected to grow between 7% and 7.2% in fiscal 2024 to 2025, followed by between 6.5% and 6.8% in fiscal 2025 to 2026 (admittedly, slightly lower than previously estimated) (figure 1). India’s slightly slower growth in the subsequent year will likely be tied to broader global trends, including sluggish growth and a delayed synchronous recovery in the West, as anticipated 133 | Pa geearlier. Slowing global trade and supply chain disruptions due to intensifying geopolitical uncertainties will also affect demand for exports. Despite these challenges, we will continue to see the difference between actual GDP and no–COVID-19 levels progressively narrowing as growth picks up pace. Figure 1 Inflation concerns are fading as expected, with better rainfall and proactive government interventions improving the food supply chain. Inflation may ease further in the latter half of the year. However, stronger growth may also pressure inflation as demand outpaces supply. We expect inflation to slowly revert to the Reserve Bank of India’s target level of 4% from early next year and remain within its comfort zone over the forecast period 134 | Pa geFigure 2. Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy after it recovered from the COVID-19 pandemic shock. Nominal GDP or GDP at Current Prices for Q1 2024-25 is estimated at Rs. 77.31 lakh crores (US$ 928.9 billion) with growth rate of 9.7%, compared to the growth of 8.5% for Q1 2023-24. The growth in nominal GDP during 2023-24 is estimated at 9.6% as compared to 14.2% in 2022-23. Strong domestic demand for consumption and investment, along with Government’s continued emphasis on capital expenditure are seen as among the key driver of the GDP in the second half of FY24. During the period April-September 2025, India’s exports stood at US$ 211.46 billion, with Engineering Goods (26.57%), Petroleum Products (16.51%) and electronic goods (7.39%) being the top three exported commodity. Rising employment and increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months. Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth multipliers. The contact-based services sector has demonstrated promise to boost growth by unleashing the pent-up demand. The sector's success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback. India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. India's appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative. Real GDP or GDP at Constant (2011-12) Prices for the period Q1 2024-25 is estimated at Rs. 43.64 lakh crore (US$ 524 billion), against the First Revised Estimates (FRE) of GDP for the year Q1 2023-24 of Rs. 40.91 lakh crore (US$ 491 million). The growth in real GDP during 2023-24 is estimated at 8.2% as compared to 7.0% in 2022-23. There are 113 unicorn startups in India, with a combined valuation of over US$ 350 billion. As many as 14 tech startups are expected to list in 2024 Fintech sector poised to generate the largest number of future unicorns in India. With India presently has the third-largest unicorn base in the world. The government is also focusing on renewable sources by achieving 40% of its energy from non-fossil sources by 2030. India is committed to achieving the country's ambition of Net Zero Emissions by 2070 through a five-pronged strategy, ‘Panchamrit’. Moreover, India ranked 3rd in the renewable energy country attractive index. 135 | Pa geAccording to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million non-farm jobs between 2023 to 2030 in order to increase productivity and economic growth. The net employment rate needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between same time periods. India’s current account deficit (CAD) narrowed to 0.7% of GDP in FY24. The CAD stood at US$ 9.7 billion for the Q1 2024-25 from US$ 8.9 billion in Q1 2023-24 or 1.1% of GDP. This was largely due to decrease in merchandise trade deficit. Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing steam in terms of their contribution to GDP. Going forward, the contribution of merchandise exports may waver as several of India’s trade partners witness an economic slowdown. According to Minister of Commerce and Industry, Consumer Affairs, Food and Public Distribution and Textiles Mr. Piyush Goyal, Indian exports are expected to reach US$ 1 trillion by 2030. (Source: https://www.ibef.org/economy/indian-economy-overview) Some key economic pointers: India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of the economic activity. With an improvement in the economic scenario and the Indian economy recovering from the Covid-19 pandemic shock, several investments and developments have been made across various sectors of the economy. According to World Bank, India must continue to prioritise lowering inequality while also putting growth-oriented policies into place to boost the economy. In view of this, there have been some developments that have taken place in the recent past. Some of them are mentioned below.  According to HSBC Flash India PMI report, business activity surged in April to its highest level in about 14 years as well as sustained robust demand. The composite index reached 62.2, indicating continuous expansion since August 2021, alongside positive job growth and decreased input inflation, affirming India's status as the fastest-growing major economy.  As of October 11, 2024, India’s foreign exchange reserves stood at US$ 690.43 billion.  In 1H 2024, India saw a total of US$ 31.5 billion in PE-VC investments.  India secured 39th position out of 133 economies in the Global Innovation Index 2024. India rose from 81st position in 2015 to 39th position in 2024. India ranks 3rd position in the global number of scientific publications.  In September 2024, the gross Goods and Services Tax (GST) stood at highest monthly revenue collection at Rs. 1.73 lakh crore (US$ 20.83 billion).  Between April 2000–June 2024, cumulative FDI equity inflows to India stood at US$ 1,013.45 billion.  In August 2024, the overall IIP (Index of Industrial Production) stood at 145.6. The Indices of Industrial Production for the mining, manufacturing and electricity sectors stood at 125.1, 147.1 and 219.3, respectively. 136 | Pa ge According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s Consumer Price Index (CPI) based retail inflation reached 5.49% (Provisional) for September 2024.  Foreign Institutional Investors (FII) inflows between April-July (2023-24) were close to Rs. 80,500 crores (US$ 9.67 billion), while Domestic Institutional Investors (DII) sold Rs. 4,500 crores (US$ 540.56 million) in the same period. As per depository data, Foreign Portfolio Investors (FPIs) invested (US$ 13.89 billion) in India during January- (up to 15th July) 2024.  The wheat procurement during Rabi Marketing Season (RMS) 2024-25 (till May) was estimated to be 266 lakhs metric tonnes (LMT) and the rice procured in Kharif Marketing Season (KMS) 2024-25 was 400 LMT. Some Key Government initiatives: Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The Indian government has been effective in developing policies and programmes that are not only beneficial for citizens to improve their financial stability but also for the overall growth of the economy. Over recent decades, India's rapid economic growth has led to a substantial increase in its demand for exports. Besides this, a number of the government's flagship programmes, including Make in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and Urban Transformation, is aimed at creating immense opportunities in India. In this regard, some of the initiatives taken by the government to improve the economic condition of the country are mentioned below:  In July 2024, the Ministry of Finance held the Union Budget and announced that for 2024-25, the total receipts other than borrowings and the total expenditure are estimated at Rs. 32.07 lakh crore (US$ 383.93 billion) and Rs. 48.21 lakh crore (US$ 577.16 billion), respectively.  In February 2024, the Finance Ministry announced the total expenditure in Interim 2024-25 estimated at Rs. 47,65,768 crores (US$ 571.64 billion) of which total capital expenditure is Rs. 11,11,111 crores (US$ 133.27 billion).  On January 22, 2024, Prime Minister Mr. Narendra Modi announced the 'Pradhan Mantri Suryodaya Yojana'. Under this scheme, 1 crore households will receive rooftop solar installations.  On September 17, 2023, Prime Minister Mr. Narendra Modi launched the Central Sector Scheme PM-VISHWAKARMA in New Delhi. The new scheme aims to provide recognition and comprehensive support to traditional artisans & craftsmen who work with their hands and basic tools. This initiative is designed to enhance the quality, scale, and reach of their products, as well as to integrate them with MSME value chains.  On August 6, 2023, Amrit Bharat Station Scheme was launched to transform and revitalize 1309 railway stations across the nation. This scheme envisages development of stations on a continuous basis with a long-term vision.  On June 28, 2023, the Ministry of Environment, Forests, and Climate Change introduced the ‘Draft Carbon Credit Trading Scheme, 2023’.  From April 1, 2023, Foreign Trade Policy 2023 was unveiled to create an enabling ecosystem to support the philosophy of ‘Aatmanirbhar Bharat’ and ‘Local goes Global’.  To enhance India’s manufacturing capabilities by increasing investment and production in the sector, the government of India has introduced the Production Linked Incentive Scheme (PLI) for Pharmaceuticals.  Prime Minister’s Development Initiative for North-East Region (PM-DevINE) was announced in the Union Budget 2022-23 with a financial outlay of Rs. 1,500 crores (US$ 182.35 million).  Prime Minister Mr Narendra Modi has inaugurated a new food security scheme for providing free food grains to Antyodaya Ann Yojna (AAY) & Primary Household (PHH) beneficiaries, called Pradhan Mantri Garib Kalyan Ann Yojana (PMGKAY) from January 1, 2023.  The Amrit Bharat Station scheme for Indian Railways envisages the development of stations on a continuous basis with a long-term vision, formulated on December 29, 2022, by the Ministry of Railways.  On October 7, 2022, the Department for Promotion of Industry, and Internal Trade (DPIIT) launched Credit Guarantee Scheme for Start-ups (CGSS) aiming to provide credit guarantees up to a specified limit by start-ups, facilitated by Scheduled Commercial Banks, Non-Banking Financial Companies and Securities and Exchange Board of India (SEBI) registered Alternative Investment Funds (AIFs). 137 | Pa geINDIAN PHARMACEUTICAL INDUSTRY INTRODUCTION India is the largest provider of generic drugs globally and is known for its affordable vaccines and generic medications. The Indian Pharmaceutical industry is currently ranked third in pharmaceutical production by volume after evolving over time into a thriving industry growing at a CAGR of 9.43% since the past nine years. Turnover for 2023-24 reached INR 4,17,345 Crore. Generic drugs, over-the-counter medications, bulk drugs, vaccines, contract research & manufacturing, biosimilars, and biologics are some of the major segments of the Indian pharma industry. India has highest number of pharmaceutical manufacturing facilities that comply with the US Food and Drug Administration (USFDA) and has 500 API producers that make for around 8% of the worldwide API market. (Source: https://www.investindia.gov.in/sector/pharmaceuticals ) Strength of Indian Pharmaceutical Industry:  Low Production cost.  Low R&D cost.  Skilled workforce as well as high managerial and technical competence.  Huge clinical trial opportunity due to diversity in population.  Highest number of USFDA complaint plants outside US.  Medical Tourism.  Excellent infrastructure and technologies in laboratories for process development.  Significant Biologics capabilities with an eye for future.  Innovation and competitiveness.  Several Government policies aligned for growth in the Pharma industry like PLI (Production Linked Incentive Scheme), PLI for domestic manufacturing of medical devices, Jan Aushadhi Scheme, etc.  100% FDI through automatic route for Greenfield projects and 75% for brownfield projects allowed. 138 | Pa geMARKET SIZE Market size of India pharmaceuticals industry is expected to reach US$ 65 billion by 2024, ~US$ 130 billion by 2030 and US$ 450 billion market by 2047. According to the government data, the Indian pharmaceutical industry is worth approximately US$ 50 billion with over US$ 25 billion of the value coming from exports. About 20% of the global exports in generic drugs are met by India. Indian hospital market valued at US$ 98.98 billion in FY23 and projected to grow by 8% CAGR and reached to US$ 193.59 billion by FY32. India is among the top 12 destinations for biotechnology worldwide and 3rd largest destination for biotechnology in Asia Pacific. The country holds 3-5% of the global biotechnology industry pie. In 2022, India’s bioeconomy was valued at US$ 137 billion, and aims to achieve US$ 300 billion mark by 2030. During FY18 to FY23, the Indian pharmaceutical industry logged a compound annual growth rate (CAGR) of 6-8%, primarily driven by an 8% increase in exports and a 6% rise in the domestic market. The Indian pharmaceutical industry has seen a massive expansion over the last few years and is expected to reach about 13% of the size of the global pharma market while enhancing its quality, affordability, and innovation. The biosimilars market in India is estimated to grow at a compounded annual growth rate (CAGR) of 22% to become US$ 12 billion by 2025. This would represent almost 20% of the total pharmaceutical market in India. India is the 3rd largest producer of API accounting for an 8% share of the Global API Industry. About 500+ different APIs are manufactured in India, and it contributes 57% of APIs to prequalified list of the WHO. The current market size of the medical devices sector in India is estimated to be US$ 11 billion and its share in the global medical device market is estimated to be 1.5%. The government has set ambitious target to boost the medical devices industry in India, aiming to elevate it from its current US$ 11 billion valuations to US$ 50 billion by 2030. The domestic pharmaceutical sector expects sales to grow 8-10% in the financial year 2023-24, indicated an analysis done by CRISIL, a global analytical research and rating agency. Indian pharma companies have a substantial share in the prescription market in the US and EU. The largest number of FDA-approved plants outside the US is in India. According to the Indian Economic Survey 2021, the domestic market is expected to grow 3x in the next decade. India’s domestic pharmaceutical market stood at US$ 42 billion in 2021 and is likely to reach US$ 65 billion by 2024 and further expand to reach US$ 120-130 billion by 2030. India's biotechnology industry comprises biopharmaceuticals, bio-services, bio-agriculture, bio- industry, and bioinformatics. The Indian biotechnology industry was valued at US$ 70.2 billion in 2020 and is expected to reach US$ 150 billion by 2025. India’s medical devices market stood at US$ 10.36 billion in FY20. The market is expected to increase at a CAGR of 37% from 2020 to 2025 to reach US$ 50 billion. The Indian pharmaceuticals industry is expected to grow 9-11% in the financial year 2024, as per ICRA. Cumulative FDI in Drugs and pharmaceutical industry is US$ 22.52 Billion up to Mar 2024. In the global pharmaceuticals sector, India is a significant and rising player. India is the world's largest supplier of generic medications, accounting for 20% of the worldwide supply by volume and supplying about 60% of the global vaccination demand. The Indian pharmaceutical sector is worth US$ 42 billion worldwide. In FY23, the Indian pharma market saw a year-on-year growth of nearly 5%, reaching US$ 49.78 billion. During FY18 to FY23, the Indian pharmaceutical industry logged a compound annual growth rate (CAGR) of 6-8%, primarily driven by an 8% increase in exports and a 6% rise in the domestic market. PHARMACEUTICAL PRODUCT EXPORTS Indian pharmaceutical industry has a strong presence at the global level. “Pharmacy of the world” as it is often called offers around 60,000 generic brands across 60 therapeutic categories, accounting for 20 per cent of global generic drug exports by volume. Not surprisingly, eight of the top 20 global generic companies are based in India. 139 | Pa geIndia’s pharmaceutical sector boasts high rates of quality compliance, with 70311 US FDA approved facilities (as of April 2023), 38612 European GMP-compliant plants (as of November 2022) and 241813 WHO-GMP-approved plants. To further bolster the regulatory framework, in December 2023, revised pharma manufacturing rules were notified under Schedule-M relating to Good Manufacturing Practices, a mandatory requirement that safeguards quality and brings the existing regime in line with global standards. The USA, UK, and South Africa were among the largest importers from India at a share of 31.35%, 2.82%, and 2.58%, respectively during 2023-24. India’s exports of pharma products to these countries in FY24 were USA with US$ 8.73 billion, UK with US$ 784.32 million, South Africa with US$ 718.54 million, the Netherland with US$ 699.16 million, and France with US$ 667.49 million. Indian pharmaceutical sector serves over 200+ countries including highly regulated markets of the USA, West Europe, Japan, and Australia and supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK, 50% of Africa’s generic demand. India accounts for 60% of global vaccine demand and is a leading player of BCG, DPT and Measles. India supplied around 45 tonnes and 400 million tablets of hydroxychloroquine to around 114 countries globally. The domestic pharmaceutical industry includes a network of 3,000 drug companies and ~10,500 manufacturing units. India enjoys an important position in the global pharmaceuticals sector. The country also has a large pool of scientists and engineers with a potential to steer the industry ahead to greater heights. Presently, over 80% of the antiretroviral drugs used globally to combat AIDS (Acquired Immune Deficiency Syndrome) are supplied by Indian pharmaceutical firms. India is rightfully known as the "pharmacy of the world" due to the low cost and high quality of its medicines. Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. Transformed over the years as a vibrant sector, presently Indian Pharma ranks third in pharmaceutical production by volume. The Pharmaceutical industry in India is the third largest in the world in terms of volume and 14th largest in terms of value. The Pharma sector currently contributes to around 1.72% of the country’s GDP. 140 | Pa geAccording to a recent EY FICCI report, there has been a growing consensus over providing new innovative therapies to patients. Indian pharmaceutical market is estimated to touch US$ 130 billion in value by the end of 2030. Meanwhile, the global market size of pharmaceutical products was estimated to cross over the US$ 1 trillion mark in 2023.Exports of Drugs & Pharmaceuticals increased by 7.36% to US$ 2.43 billion in April 2024 form US$ 2.26 billion in April 2023. Exports of drugs and pharmaceuticals recorded a strong y-o-y growth of 9.7% during April-March FY24. India’s drugs and pharmaceuticals exports stood at US$ 27.82 billion in FY24 (April-March). Exports of Drugs & Pharmaceuticals were estimated to be at US$ 2.13 billion in January 2024, accounting for 5.8% of the total exports in the month. India is the 12th largest exporter of medical goods in the world. Indian drugs are exported to more than 200 countries in the world, with US being the key market. Generic drugs account for 20% of the global export in terms of volume, making the country the largest provider of generic medicines globally. Indian drug & pharmaceutical exports stood at US$ 25.36 billion in FY23, US$ 24.60 billion in FY22 and US$ 24.44 billion in FY21. 141 | Pa geMARKETS AND FUTURE SCOPE FOR EXPORTS OF GENERIC MEDICINES IN AFRICA The African continent, with its diverse population and unique healthcare challenges, has become an increasingly important market for Indian generic medicines. As the demand for affordable, quality pharmaceuticals grows, Indian manufacturers are stepping up to meet the needs of African countries grappling with both communicable and non-communicable diseases. This article explores the current high demand for Indian generic medicines in Africa, highlights key categories of medicines, and provides examples that illustrate their significance in the healthcare landscape. 2. The African Healthcare Landscape Africa is home to over 1.3 billion people, and despite advancements in healthcare, the continent continues to face significant public health challenges. High rates of infectious diseases such as HIV/AIDS, tuberculosis, and malaria coexist with a rising burden of non-communicable diseases (NCDs) like diabetes and hypertension. According to the World Health Organization (WHO), many African countries struggle with limited healthcare budgets, leading to high out-of-pocket expenses for patients. This context underscores the critical need for affordable and accessible medicines. Indian generic medicines are increasingly seen as a solution to these challenges. With a reputation for quality and cost-effectiveness, Indian pharmaceuticals are becoming the go-to choice for healthcare providers and patients across Africa. 3. Key Drivers of Demand for Indian Generic Medicines Several factors contribute to the burgeoning demand for Indian generic medicines in the African market: 1. Affordability: Generic medicines are typically priced 30-80% lower than their branded counterparts. This affordability makes them accessible to a larger segment of the population, especially in low- and middle-income countries where healthcare budgets are constrained. 2. Quality and Compliance: Indian pharmaceutical companies adhere to stringent international quality standards, including those set by the WHO and the US FDA. This commitment to quality assurance ensures that Indian generics are not only affordable but also effective and safe for patients. 3. Diverse Product Range: The wide array of generic medicines available from Indian manufacturers caters to various health conditions, addressing the specific needs of African healthcare systems. 4. Strategic Partnerships: Collaborations between Indian pharmaceutical companies and local distributors enhance market access and ensure that medicines reach those who need them most. 5. Government Initiatives: Many African governments are prioritizing the procurement of generic medicines to enhance access to essential drugs, further propelling demand for Indian products. 4. Categories of Indian Generic Medicines in High Demand 1. Antiretroviral Drugs (ARVs) Example: Lamivudine/Zidovudine (Combivir) HIV/AIDS remains a significant public health challenge in Africa, with millions of people living with the virus. Indian pharmaceutical companies play a vital role in providing affordable ARVs, which are crucial for managing HIV. Drugs like Lamivudine/Zidovudine (Combivir) are commonly used in antiretroviral therapy (ART) regimens, enabling patients to lead healthier lives. The accessibility of these generics helps reduce transmission rates and improve the quality of life for those affected. 2. Anti-Tuberculosis Medications Example: Rifampicin/Isoniazid (Rifinah) Tuberculosis (TB) is another critical public health issue in Africa. The availability of effective and affordable anti-TB medications, such as Rifampicin/Isoniazid (Rifinah), has been instrumental in national TB control programs. Indian manufacturers supply these essential medicines, contributing to the global fight against TB and helping countries achieve their health targets. 3. Malaria Treatments Example: Artemisinin-based Combination Therapies (ACTs) Malaria remains a leading cause of morbidity and mortality in many African nations. Indian pharmaceutical companies provide affordable Artemisinin-based Combination Therapies (ACTs), which are considered the standard treatment for uncomplicated malaria. By ensuring the availability of these lifesaving drugs, Indian generics play a crucial role in reducing the malaria burden. 142 | Pa ge4. Diabetes Medications Example: (Metformin) With the rise of non-communicable diseases, diabetes is becoming a growing concern in Africa. Medications like Metformin, a first-line treatment for type 2 diabetes, are widely produced by Indian manufacturers. The affordability and accessibility of these generics enable more patients to manage their condition effectively, reducing the risk of complications associated with uncontrolled diabetes. 5. Cardiovascular Drugs Example: Amlodipine Cardiovascular diseases are on the rise in Africa, driven by lifestyle changes and increased prevalence of risk factors. Amlodipine, a common medication used to treat hypertension and angina, is widely available as a generic from Indian pharmaceutical companies. The affordability of such drugs is vital for improving cardiovascular health and reducing mortality rates related to heart diseases. 6. Antibiotics Example: Amoxicillin The rise of antibiotic-resistant infections is a growing concern in Africa. However, the availability of effective antibiotics like Amoxicillin as generics from Indian manufacturers ensures that healthcare providers have access to essential treatment options. The affordability of these medications can help curb the spread of infections and improve health outcomes. 7. Pain Management and Anti-inflammatory Drugs Example: Diclofenac Chronic pain and inflammatory conditions are prevalent in Africa, necessitating effective pain management solutions. Generic medications like Diclofenac provide affordable options for patients suffering from various pain conditions, enhancing their quality of life. 5. Challenges in the Market While the demand for Indian generic medicines in Africa is on the rise, several challenges remain: 1. Regulatory Barriers: Different countries have varying regulatory frameworks, which can complicate the entry of Indian pharmaceutical companies into the market. Understanding local regulations is crucial for ensuring compliance and expediting product availability. 2. Logistical Issues: Distributing medicines across the vast and diverse African continent presents logistical challenges, including inadequate infrastructure and varying access to transportation. 3. Market Competition: While Indian generics are well-established, competition from local manufacturers and other international players is intensifying. Indian companies must continuously innovate and adapt to maintain their competitive edge. 4. Public Awareness: Increasing awareness among healthcare professionals and patients regarding the efficacy and safety of generic medicines is essential. Educational campaigns can help dispel misconceptions and promote the use of generics. 6. Future Prospects The future of Indian generic medicines in the African market appears bright. As healthcare systems across the continent strive to improve access to essential medicines, Indian pharmaceutical companies are well-positioned to expand their presence. 7. Strategies for Expansion To maximize their impact, Indian pharmaceutical companies can consider the following strategies: 1. Local Manufacturing: Investing in local manufacturing facilities can help overcome logistical challenges and reduce costs. This approach can also create jobs and stimulate economic growth in the host countries. 2. Tailored Solutions: Developing medications that address specific health challenges faced by African populations can enhance acceptance and uptake. This may include combination therapies or formulations that cater to prevalent diseases. 3. Leveraging Technology: Embracing digital health solutions, including telemedicine and e-pharmacy, can facilitate better access to medications and connect patients with healthcare providers. 4. Strengthening Partnerships: Collaborating with local governments, NGOs, and healthcare providers can enhance market access and ensure that medications reach those in need. 8. Conclusion 143 | Pa geThe high demand for Indian generic medicines in the African market underscores the critical role that these products play in improving health outcomes across the continent. By addressing affordability and accessibility, Indian pharmaceuticals are not only meeting the needs of healthcare systems but also contributing to a healthier future for millions of people. In the future, continued collaboration between Indian manufacturers and African healthcare stakeholders will be essential. Together, we can ensure that quality, affordable medicines are available to all, ultimately enhancing health equity and saving lives across Africa. The partnership between India and Africa in the pharmaceutical sector is a testament to the potential of generics to transform healthcare and foster a healthier, more equitable world. INVESTMENTS AND SOME RECENT DEVELOPMENTS IN INDIAN PHARMACEUTICAL INDUSTRY The Indian Pharmaceuticals industry plays a prominent role in the global pharmaceuticals industry. India ranks third worldwide for production by volume and 14th by value. In this regard the sector has seen a lot of investments and developments in the recent past. As of 30th June 2024, a total of 2,127 entities as start-ups in the pharmaceutical sector. Sanofi plans to invest around US$ 435 million over the next six years to expand its global capability centre (GCC) in Hyderabad, India by increasing the headcount and further developing the facility. 24 M&A deals announced in Q1 2024, worth a total value of US$ 456.3 million. In March 2024, 27 greenfield bulk drug park projects and 13 greenfield manufacturing plants for medical devices were inaugurated.  Cipla received approval from the Central Drugs Standard Control Organization (CDSCO) to market the novel antibiotic plazomicin in India for the treatment of complicated urinary tract infections (cUTI) affecting approximately 150 million patients each year.  For the period 2020-21 to 2027-28, 26 Applicants for manufacturing of Medical Devices have been approved for 138 products under the PLI scheme with total financial outlay of US$ 411.01 million (Rs.3,420 crores).  Up to 100%, FDI has been allowed through automatic route for Greenfield pharmaceuticals projects. For Brownfield pharmaceuticals projects, FDI allowed is up to 74% through automatic route and beyond that through government approval.  The cumulative FDI equity inflow in the Drugs and Pharmaceuticals industry is US$ 22.52 billion during the period April 2000- March 2024.  In November 2023, Lupin Ltd. unveiled the world’s first fixed-dose triple combination drug for managing chronic obstructive pulmonary disease (COPD).  In October 2023, Glenmark Pharmaceuticals introduced Zita, a cost-effective triple combination drug for Type 2 diabetes treatment, enhancing glycaemic control in diabetic patients.  In August 2023, Union Minister for Labour & Employment and Environment, Forest and Climate Change Mr. Bhupender Yadav launched Chemotherapy Services in 30 ESIC Hospitals across the country.  An MoU was signed on June 4, 2023, between the Indian Pharmacopoeia Commission (IPC), Ministry of Health & Family Welfare, Government of India and Ministry of Health, Government of Suriname for Recognition of Indian Pharmacopoeia (IP) in Suriname.  In May 2023, the Ministry of Minority Affairs and the Ministry of Ayush joined hands to advance the Unani System of Medicine in India.  Prime Minister Mr. Narendra Modi during his Independence Day 2023 speech said that the government has plans to increase the number of 'Jan Aushadhi Kendras' from 10,000 to 25,000.  The Department of Pharmaceuticals will soon launch the Scheme for the Promotion of Research and Innovation in Pharma (PRIP) MedTech Sector. The scheme has been approved by the Union Cabinet for a period of five years starting from 2023-24 to 2027-28 with a total outlay of Rs. 5,000 crore (US$ 604.5 million).  Emcure Pharmaceuticals Limited (EPL) becomes the first ever company to launch Orofer FCM 750, a new extension of its parenteral iron brand containing Ferric carboxymaltose (FCM). The dose is suitable for the majority of Indian patients with iron deficiency and iron deficiency anaemia. 144 | Pa ge Japanese companies have been invited to invest in the Indian Pharmaceutical and Medical Device Industry. The cooperation between Pharmaceutical Traders Association and Japan Federation of Medical Devices Associations of the two countries can contribute to stabilize the global supply-chain especially of APIs and Medical Devices.  Sun Pharmaceutical Industries Limited announced the successful completion of its acquisition of Concert Pharmaceuticals, Inc. on March 6, 2023, a late-stage clinical biopharmaceutical company that is developing deuruxolitinib, a novel, deuterated, oral JAK1/2 inhibitor, for the potential treatment of adult patients with moderate to severe alopecia areata.  Glenmark Pharmaceuticals Ltd. (Glenmark), an innovation-driven, global pharmaceutical company, is the first to launch a unique I.V. injection formulation, Akynzeo I.V., in India for the prevention of chemotherapy-induced nausea and vomiting (CINV), under an exclusive licensing agreement with Helsinn, a Swiss biopharma group company.  Entod Pharmaceuticals launched its new ocular aesthetic range GOVERNMENT INITIATIVES Some of the initiatives taken by the Government to promote the pharmaceutical sector in India are as follows:  In the Interim Budget 2024-25: o The government earmarked Rs. 1,000 crore (US$ 120 million) for the promotion of bulk drug parks for FY25, a significant increase from the previous year. o The total outlay for the development of the pharmaceutical industry for FY25 was increased to Rs. 1,300 crore (US$ 156.5 million) while the budget for the promotion of medical device parks was raised to Rs. 150 crore (US$ 18 million) for FY25. o The allocation for assistance to medical device clusters for common facilities (AMD-CF) was pegged at Rs. 40 crore (US$ 4.1 million) for FY25. o The outlay for the Jan Aushadhi scheme, the initiative to provide affordable generic medicines in the country, was hiked to Rs. 284.5 crore (US$ 34 million) for FY25, up from Rs. 110 crore (US$ 13 million) in the revised estimate for FY24.  As per the Union Budget 2023-24: o A mission to eliminate sickle cell anaemia by 2047 will be launched. It would involve raising awareness, conducting a comprehensive screening of seven crore individuals in the impacted tribal regions between the ages of 0 and 40, and providing counselling through coordinated efforts. o For innovation in the pharmaceutical sector, through centres of excellence, a new initiative to encourage pharmaceutical research and innovation will be implemented. The government persuades business to spend money on R&D in a few chosen priority fields. At the grassroots level, government has also announced on building 157 nursing colleges in co-location with government medical colleges.  The Union Cabinet, on April 26, 2023, approved the National Medical Devices Policy, 2023. The National Medical Devices Policy, 2023 is expected to facilitate an orderly growth of the medical device sector to meet the public health objectives of access, affordability, quality, and innovation.  Ayushman Bharat Digital Mission (ABDM): o Under the ABDM, citizens will be able to create their ABHA (Ayushman Bharat Health Account) numbers, to which their digital health records can be linked. This will enable creation of longitudinal health records for individuals across various healthcare providers and improve clinical decision making by healthcare providers. o The pilot of ABDM is completed in the six Union Territories of Ladakh, Chandigarh, Dadra & Nagar Haveli and Daman & Diu, Puducherry, Andaman and Nicobar Islands, and Lakshadweep with successful demonstration of technology platform developed by the NHA.  During the pilot, digital sandbox was created in which more than 774 partner solutions are undergoing integration. As of September 4, 2023, 450,164,619 Ayushman Bharat Health Accounts have been created and 224,967 doctors and 218,602 health facilities have been registered in ABDM.  Scheme for Development of Pharma industry – Umbrella Scheme: o The Department of Pharmaceuticals has prepared an Umbrella Scheme namely ‘Scheme for Development of Pharma industry.’ Which comprises of the following sub schemes: 145 | Pa ge Assistance to Bulk Drug Industry for Common Facilitation Centres  Assistance to Medical Device Industry for Common Facilitation Centres  Assistance to Pharmaceutical Industry (CDP-PS)  Pharmaceutical Promotion and Development Scheme (PPDS)  Pharmaceutical Technology Upgradation Assistance Scheme (PTUAS)  As per the Union Budget 2022-23: i. 3,201 crore (US$ 419.2 million) has been set aside for research and Rs. 83,000 crore (US$ 10.86 billion) has been allocated for the Ministry of Health and Family Welfare. ii. 37,000 crore (US$ 4.83 billion) has been allocated to the 'National Health Mission’. iii. 10,000 crore (US$ 1.28 billion) has been allocated to Pradhan Mantri Swasthya Suraksha Yojana. iv. The Ministry of AYUSH has been allocated Rs. 3,050 crore (US$ 399.4 million), up from Rs. 2,970 crore (US$ 389 million).  In March 2022, under the Strengthening of Pharmaceutical Industry (SPI) Scheme, a total financial outlay of Rs. 500 crore (US$ 665.5 million) for the period FY22 to FY26 were announced.  India could restart deliveries of COVID-19 shots to global vaccine-sharing platform COVAX in November-December 2021 for the first time since April 2021. The World Health Organization (WHO), which co-leads COVAX, has been pushing India to resume supplies for the programme, particularly after it sent ~4 million doses to neighbours and allies in October 2021.  In November 2021, PM Mr. Narendra Modi inaugurated the first Global Innovation Summit of the pharmaceuticals sector. The summit will have 12 sessions and over 40 national and international speakers deliberating on a range of subjects including regulatory environment, funding for innovation, industry-academia collaboration, and innovation infrastructure.  In August 2021, Union Health Minister, Mr. Mansukh Mandaviya announced that an additional number of pharmaceutical companies in India are expected to commence manufacturing of anti-coronavirus vaccines by October-November 2021. This move is expected to further boost the vaccination drive across the country.  In June 2021, Finance Minister Ms. Nirmala Sitharaman announced an additional outlay of Rs. 1,97,000 crore (US$ 26,578.3 million) that will be utilised over five years for the pharmaceutical PLI scheme in 13 key sectors such as active pharmaceutical ingredients, drug intermediaries and key starting materials.  To achieve self-reliance and minimise import dependency in the country's essential bulk drugs, the Department of Pharmaceuticals initiated a PLI scheme to promote domestic manufacturing by setting up greenfield plants with minimum domestic value addition in four separate ‘Target Segments’ with a cumulative outlay of Rs. 6,940 crore (US$ 951.27 million) from FY21 to FY30.  In May 2021, under Atmanirbhar Bharat 3.0, the Government of India announced Mission COVID Suraksha to accelerate development and production of indigenous COVID vaccines. To augment the capacity of indigenous production of Covaxin under the mission, the Department of Biotechnology, Government of India, provided financial support in the form of a grant to vaccine manufacturing facilities for enhanced production capacities, which is expected to reach >10 crore doses per month by September 2021. ROAD AHEAD The pharmaceutical industry in India is a significant part of the nation's foreign trade and offers lucrative potential for investors. Millions of people around the world receive affordable and inexpensive generic medications from India, which also runs a sizable number of plants that adhere to Good Manufacturing Practices (GMP) standards set by the World Health Organization (WHO) and the United States Food and Drug Administration (USFDA). Among nations that produce pharmaceuticals, India has long held the top spot. Medicine spending in India is projected to grow 912% over the next five years, leading India to become one of the top 10 countries in terms of medicine spending. Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic therapies for diseases such as such as cardiovascular, anti-diabetes, anti- depressants, and anti-cancers, which are on the rise. The Indian Government has taken many steps to reduce costs and bring down healthcare expenses. The National Health Protection Scheme, which aims to offer universal healthcare, the ageing population, the rise in chronic diseases, and other government programmes, including the opening of pharmacies that offer inexpensive generic medications, should all contribute to boost the Indian pharmaceutical industry. Speedy introduction of generic drugs into the market 146 | Pa gehas remained in focus and is expected to benefit the Indian pharmaceutical companies. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies. References: Consolidated FDI Policy, Press Information Bureau (PIB), Media Reports, Pharmaceuticals Export Promotion Council, AIOCD-AWACS, IQVIA, Union Budget 2023-24, Interim Budget 2024-25 (Source: https://www.ibef.org/industry/pharmaceutical-india ) [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 147 | Pa geOUR 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 Asston Pharmaceuticals Private Limited. All financial information included herein is based on our “Financial information of the Company” included on page 207 of this Draft Red Herring Prospectus. OVERVIEW Our Company is engaged in the manufacturing and export of both pharmaceutical formulations and nutraceutical products in domestic and various African markets. Our Company operates under brand “Asston”. Presently, our Company is involved in the business of manufacturing and marketing of Tablets, Capsules, Oral Liquid, External Preparations (Ointment, Cream, Gel and Lotion) and Oral Powder (Sachet, Dry Syrup) etc. Apart from manufacturing products for direct sales, our Company also manufactures various pharmaceutical products for different marketers on loan license or on contract manufacturing basis. Our business is primarily conducted on a principle-to-principle basis with various marketers. As on the date, we cater to multiple corporate clients on loan licence and/or contract manufacturing basis. Currently, our Company has its production facility at Ambernath, Maharashtra, for producing generic medicines in the tablet form and nutraceutical medicines in the tablet form, syrup and sachet form. We have a dedicated and separate floors for pharmaceutical products and nutraceutical products respectively as the norms and standards are different for both of them and are governed by FDA and FSSAI respectively. Since the FDA norms for pharmaceutical products are much more stringent, to comply with FDA standards separate guidelines are there to be followed. Facility has total production capacity of up to around 8-9 crore tablets per month. Our Company produces an average of 5-6 crore tablets per month, with production capacity varying based on the weight of the medicines. Higher- weight medicines result in lower production quantities and vice versa. The syrup production capacity for nutraceuticals is approximately 37.5 kiloliters per month, while sachet production capacity ranges from 30 to 40 lakh sachets per month, depending on the powder weight per sachet. The facility is certified by relevant authorities and undergoes periodic audits by state and central FDA authorities. It includes a QA/QC unit and a warehouse for storing raw materials and finished goods in designated chambers under controlled conditions. Our Company engages contract manufacturers to produce generic medicines and antibiotics in various forms, including tablets, sachets, syrups, and capsules. All contract manufacturers are WHO-GMP certified to ensure their facilities and processes comply with applicable standards and industry norms. We also have our own set up of regulatory department for our formulation development and have tie-ups with 2 NABL accredited laboratories, ensuring adherence to industry standards from production to export. From manufacturing to exports and distributions, our Company takes responsibility and oversees each phase of the supply chain. Our Company is FDA certified by both the Central and State FDA, accredited by NQA (Nuclear Quality Assurance), and complies with the Quality Management System (QMS) standards. For further details, please refer to the section titled "Government and Other Approvals" on page 226 of this Draft Red Herring Prospectus. We are committed to maintaining compliance with health, safety, and quality standards. Currently, we hold over 150 registered trademarks for our pharmaceutical formulations. Our primary products include capsules, syrups, sachets, and injectables (LVP and SVP), which are sold globally, with pharmacies as our main customers. We offer a broad range of products, including generic medicines, pediatric drugs, New to the Basket (NTTB) treatments, and eye drops. We ensure the highest quality standards at every stage of manufacturing through stringent checks to meet both domestic and international regulatory requirements. Our products are distributed in various global markets, such as South Africa and the West African region. We provide formulation knowledge to contract manufacturers for the production of syrups, tablets, and injectables. We have entered into five-year agreements with five WHO-GMP-certified contract manufacturers. One of the them manufactures antibiotics, while the other entities produce generic medicines. We are in the process of executing a loan license agreement with a contract manufacturer based in Gujarat to reduce reliance on existing manufacturers and enhance capacity for ointment production. Currently, only one is engaged in the production of ointments. 148 | Pa geWe supply raw materials (API and excipients) and packaging materials to various contract manufacturers who produce finished goods for us. Additionally, we procure finished goods from another supplier. All of these manufacturing facilities are equipped with warehouse facilities to support production by storing raw materials and finished products under controlled and optimal conditions. This adjacent warehouse facility eradicates transportation hassles and cost overhead and smoothens the overall production process. Additionally, we have an in-house regulatory department that handles formulation development and quality control. We also maintain agreements with FDA-accredited laboratories for product quality assessments of the finished goods. Our operations are classified under orange and green zones, signifying adherence to environmental regulations in manufacturing and operations. Additionally, our in-house Quality Assurance/Quality Control (QA/QC) team ensures that our products meet established quality standards and supports formulation development and regulatory compliance across our product range. Our regulatory department prepares and manages product dossiers in line with guidelines from various global regulatory authorities, facilitating the smooth export and market entry of our products into international markets. Our Company operates in supplying pharmaceutical products directly to distributors and pharmacies and we intend to deliver quality products on low-cost formulations at affordable pricing for price-sensitive markets. Since inception in 2019, our Company has engaged in trade across more than 10 countries, ensuring the provision of products at competitive pricing. Our Company’s operations are supported by experienced founders with expertise in managing supply chains and maintaining product quality. Our Company was incorporated on 16th April 2019 as Asston Pharmaceutical Pvt. Limited to contract produce pharmaceutical products for export market. Later on 1st April 2024, our Company acquired Ferron Lifecare Private Limited, specializing into nutraceuticals business and produced nutraceutical products at their Ambarnath facility. Ferron Lifecare Private Limited, incorporated on 30th January 2020 was promoted by Dr. Ashish Sakalkar and Mr. Sachin Badakh. Finally, “Asston Pharmaceuticals Private Limited” was converted from a private limited into a public limited company in the name of “Asston Pharmaceuticals Limited” on 29th August 2024 and received FDA approval for our Ambarnath facility on 2nd December 2024 to produce pharmaceutical products. Our Company has experienced significant growth, with a current strength of over 50 team members and growing. The team operates under the leadership of the promoters, Dr. Ashish Sakalkar, Mrs. Saili More and Mr. Sachin Badakh, who possesses an expertise in formulations, market operations, and exports of healthcare product in the pharmaceutical industry. For further information on the promoters, refer to the chapter titled "Our Promoters and Promoter Group" on page 200 of this Draft Red Herring Prospectus. OUR REVENUE MODEL Our Company generates revenue through two market segments i.e. Export Sales, Sales on Contract Manufacturing/Loan License and Domestic Sales. Each market segment has unique risk exposures that could impact the Company's business operations and financial performance. Export Sales: We develop and manufacture pharmaceutical products across various therapeutic areas for the Emerging Markets through our WHO-GMP approved manufacturing facility at Ambarnath (Thane), Maharashtra. Our Ambarnath Facility caters to countries in the various African markets that includes Sierra Leone, Mali, Liberia, Ghana etc. We marketed our products in many countries in Africa Market and have obtained product registrations for 147 products and have filed product registrations for 10 products in combodia. Our Ambarnath Facility has received approvals from the regulatory bodies of Sierra Leone and Ghana countries. We have a diverse portfolio of registered products across various forms. These include 65 brands of tablets, 3 brands of sachets, 29 brands of syrups/suspensions, 22 brands of capsules, 6 brands of ophthalmic preparations and 2 brands of creams. Sales on Contract Manufacturing/Loan License through Merchant Exporter: Under the contract manufacturing or loan licence market segment, our Company sells its products to a Merchant Exporter, who in turn sells it onwards. This type of arrangement increases our dependency on the Merchant Exporters. Since we generally do not have exclusive contracts with these Merchant Exporters, these Merchant Exporters may choose to source the products from any other pharmaceutical manufacturing company, which may be providing better margins on its products, Further, there may be restrictive clauses in our agreements with our Merchant Exporters, owing to which we may not be in a position to directly sell our products to the countries where the sales are done through Merchant Exporter. Additionally, any changes in government policies or GST regulations affecting Merchant Exporters could indirectly impact revenue from this market segment. Domestic Sales: Sales within the domestic market are influenced by local economic conditions, consumer demand, and competitive pressures. A prolonged reduction in domestic demand could challenge the company’s ability to maintain stable revenue from this market segment. Details of few of our products are as stated below: Tablets Capsules Oral Suspension and Syrup and Creams Pharmaceutical Products Albendazole USP 400 mg Diclofenac 100 mg Ibuprofen, paracetamol 149 | Pa geTablets Capsules Oral Suspension and Syrup and Creams Albendazole USP 400 mg refers to a higher dosage of Albendazole, a Diclofenac 100 mg refers to a broad-spectrum anthelmintic (anti- specific dosage of Diclofenac, a worm) medication that is used to Ibuprofen and Paracetamol (Acetaminophen) are widely used nonsteroidal anti- treat various parasitic worm two commonly used over-the-counter medications, inflammatory drug (NSAID). infection often used to relieve pain and reduce fever KJFEN-50 Solocam Ferrovit Syrup Diclofenac Potassium Tablet 50 mg To treat mild to moderate pain, (Piroxicam Capsules BP 20 mg) Supplement helps to relieve symptoms of arthritis (eg: osteoarthritis or It is used to relieve pain, To treat vitamin and mineral deficiencies. rheumatoid arthritis) such as tenderness, swelling, and stiffness inflammation, swelling, stiffness caused by osteoarthritis (arthritis and joint pain caused by a breakdown of the lining of the joints) and rheumatoid arthritis (arthritis caused by swelling of the lining of the joints) Mebenex Omeprazole Capsules Asstofer Omeprazole Capsules BP 20 mg (Mebendazole Usp 500 mg ) (Ferrous Sulphate 125 mg/ml) To Treat Acidity & Indigestion Effective against common intestinal To treat vitamin and mineral deficiencies. worms such as roundworms, hookworms, whipworms, and pinworms. 150 | Pa geTablets Capsules Oral Suspension and Syrup and Creams Recomax All Cold Gripe Water (C P Maleate & Phenylephrine Hcl Capsule) (Paracetamol ,Diclofenac Sodium Supplement & Caffiene) Decongestant : To Treat Common Cold & Allergy To treat a variety of ailments in babies To treat toothache, muscle pain, fever & rheumatic pain Ovcyst Medart Forte Folirex Forte Syrup Supplement Iron Tonic To treat Hormonal Balance (Artemether & lumefentrine Diagnosis or treatment of folic acid deficiency, iron Tablets) deficiency anemia, anemia. To treat certain kinds of malaria infections Max- Relief Ampicloxa 500 Clotrimazole Cream USP 1 % w/v (Diclofenac Potassium Tablets USP 50 mg) (Ampicillin & Cloxacillin Capsule) Antifungal To treat mild-to-moderate pain, and helps to relieve symptoms of To treat bacterial infections of the To treat a variety of fungal skin infections ear, nose, throat, bones, lungs, and arthritis (eg, osteoarthritis or post-operative wound infections rheumatoid arthritis), such as inflammation, swelling, stiffness, and joint pain. Nutraceutical products 151 | Pa geTablets Capsules Oral Suspension and Syrup and Creams B-complex tablets Singatone Forte B-complex syrup B Complex Syrup is a liquid dietary supplement B Complex Tablets are a popular (Cyproheptadine with B-complex that contains a combination of essential B vitamins. form of dietary supplements that Capsules) These vitamins play key roles in the body’s contain a combination of essential B metabolism vitamins, which are crucial for To treat vitamin and mineral maintaining overall health deficiencies. Our Order Book as on 30th November 2024 is USD 2,23,000. Details as stated below: Order ID Customer Product Quantity Total Order Payment Expected Shipping Name Ordered Value Status Status Delivery Address Date PO NO.: Customer 1 1. Omeprazole 1,000 51,000 In Against February SIERRA DEANS/24-25/014 capsules BP 20 No. of CIF process scan BL 2025 LEONE Dated 05/11/2024 MG shippers USD COPY 2.Electrolyte Powder 27.9 gm PO NO.: Customer 2 1. Paracetamol 900 No. 63,000 In Against January SIERRA DEANS/24-25/014 tablet 500 mg of USD Process scan BL 2025 LEONE Dated 21/11/2024 2. Cobramax shippers CIF Copy Tablet 100 mg 3. Paracetamol Oral Suspension BP 125 mg 4.Amodiaquine Suspension 100 ml Customer 3 1. Albendazole 1,100 54,000 In Against February SIERRA PO NO.: Tablets USP 400 No. of USD process scan BL 2025 LEONE ANPPHARMA/24- mg shippers CIF Copy 25/44 Dated 2. Recomax 09/11/2024 Capsule 3. Routine Set Vitamin Syrup 100 ml 4. Electrolyte Powder 27.9 gm Customer 4 1. Omeprazole 620 No. 55,000 In Against February MALI PO NO.; capsules BP 20 of USD process scan BL 2025 STE/24-25/06 MG shippers CIF Copy Dated 21/11/2024 152 | Pa geOrder ID Customer Product Quantity Total Order Payment Expected Shipping Name Ordered Value Status Status Delivery Address Date 2.Diclopara Forte 550 3. Fast Appetite Tablet 4.Dexamethasone Tablets BP 0.5 MG OUR COMPETITIVE STRENGTHS Formulation Expertise: We believe formulation is key in the pharmaceutical industry and ability to formulate is what decides the outcome for the company. Our Company has established huge foundation in formulation development across diverse range of therapeutic categories. Our Company has an in-house QA/QC facility that works towards enhancing the formulations. This expertise has helped our company to establish as a reliable and a partner of choice in the exports market. Experienced Promoters: Our Promoters have extensive knowledge in formulations and in export markets of pharma products. Our promoters bring around 3 (three) decades of expertise on the table and have been very pivotal in making and building the brand “Asston” and penetrating this brand into various geographies globally. Their deep knowledge and know-how of the regulatory requirements international markets, and manufacturing processes ensures that the company maintains high standards of operational efficiency and product quality. Wide range of Products: Our Company has product portfolio of over 100 registered trademarks including generic medicines, pediatric drugs, Anti TB (new to the basket) treatments and eye drops. Our Company produces tablets, capsules, syrups, sachets, and injectables, ensuring that it caters to a wide range of healthcare needs. We offer a diverse portfolio, including tablets, capsules and syrups. This gamut of products offerings with wide diversity allows our Company to address the varying demands of different markets and customers, thereby strengthening its position in the pharmaceutical industry as one stop shop for various requirements and a preferred partner of choice. Strategic Location: We have our registered office at Belapur, Navi Mumbai and our facility at Ambarnath. They are near to the upcoming airport at Ulwe. Also, it is near to major port like Jawaharlal Nehru Port and well connected with highways to other parts of India. Proximity to such a key logistical infrastructure, including major airports and seaports enables the company to manage exports efficiently, reducing lead times and optimizing supply chain operations. The ease of access to international transportation hubs is a crucial factor in the company’s success in managing exports to regions like Africa and Asia. Skilled Workforce: Our Company gives contract to WHO-GMP certified manufacturers to manufacture and focuses on outsourcing manufacturing to third-party facilities. But at each phase from manufacturing to export and distribution, we have our teams deployed who ensures that quality is met and established industry practices are followed. For this, we need workforce who have knowledge of these standards and are aware of industry standards and practices. We have skilled workforce and presently have a team of around 50 who looks after to ensure the products meets the desired established standards. Good relationship with contract manufacturers: We have tie-ups with four contract manufacturers. They are all WHO-GMP certified manufacturers. This ensures compliance for the industry standards and ensures the product meets all the established industry standards. Having time bound working tie-ups with such contract manufacturers is crucial for us as we do not have any manufacturing facility of our own and hence are dependent on them. Having such an industry standards complaint manufacturer is key for us. And we take pride that we have developed very good understanding and rapport with all the four manufactures. We are keen to augment this number further and are in talks to with a contract manufacturer based in Gujarat to onboard them. Quality Assurance: 153 | Pa geWe strive for quality and we will continue to maintain quality of our existing services to cater to various customers in the market. Each of our products follow stringent quality check and our QA/ QC team thoroughly ensures that the products meets the relevant and established domestic and international standards guidelines. Good relationship with clients in the export market: We primarily contract manufacture our products and export predominantly to pharmacies there. With our quality backing and standard practices, knowledge of our promoters, we have established relationship with around 10 pharmacies globally to whom we regularly export our products. We export our products to regulated markets like the West Africa and South Africa. Our primary focus is on emerging markets in Africa and Asia. Competitive Pricing: Our company has expertise in formulations and we contract manufacture our medicines for our targeted customers in African region and Asian countries. Due to effective formulation and contract manufacturing strategies, we have been competitive enough vis-à- vis other players in the market. This pricing strategy gives us an extra edge over our competitors. Asset Light Model: Our Company has presently outsourced manufacturing of its requirements to the 4 (Four) contract manufacturers. Hence there is no need for heavy working capital or any maintenance capex or issues pertaining to any labour unrest or drawing ire of USFDA or CDSCO (The Central Drugs Standard Control Organization) or other regulators from regulatory perspective. OUR BUSINESS STRATEGY Expanding our footprint: Our goal is to become one of the leading suppliers of pharmaceutical products globally. Currently, we serve the West African region and recognize significant demand for products like ours. We are actively pursuing opportunities to expand into higher-margin markets such as North America and Europe. Our company aspires to be a leading international supplier of healthcare products by introducing a wide range of generic and branded offerings, positioning ourselves as a key player in the export market. A substantial portion of our revenue comes from the generic and nutraceuticals segments. We partner with a single contract manufacturer in Jalgaon, Maharashtra, who produces antibiotics for us. However, the revenue from antibiotics is a smaller part of our overall income, when compared to the combined revenue from generics and nutraceuticals. Generic and nutraceutical medicines generally have lower regulatory and cost barriers, making these sectors highly competitive. As a result, our company may face pricing pressures that could impact our margins, profitability, and growth potential. To address these challenges, we are executing a three-pronged strategy. First, we aim to expand our customer base in the African region. Second, we plan to diversify and broaden our product offerings. Third, we are focused on entering new geographies, including Asia, and targeting more stable, high-margin markets such as North America and Europe in the future. As part of this strategy, we have already registered in Cambodia and plan to expand into Laos and Vietnam soon. Furthermore, we are exploring more stable African markets, including Zambia and Nigeria. Expanding our product offerings: Apart from our current product offerings, we may venture into other product offerings as and when the opportunity is there. Company has license for nutraceutical products. Company may start with some new products in line with demand. Increase our warehouse capabilities: Presently we have warehouse facility for our Ambarnath facility and all our contract manufacturers also have warehouse facilities to store raw materials and finished goods at their respective locations. However, with growth and demand for our products in the future and proper forecasting, we may be required to produce and store the medicines to cater to the growing demand. These warehouses significantly improve our capability to store our products and forms an important cog in our over supply chain. We look to augment our storage and handling capacity in order to increase our exports and market presence pan India and worldwide. Increase the numbers of contract manufacturers: Presently, our Company has partnership with 5 (Five) contract manufacturers. We look to improve this number further to cater to our expanding offerings and to diverse geographical base. Also having more contract manufacturers helps in compensating the loss, 154 | Pa geif the existing manufacturer has gone bust or facility suspended in the event of any regulatory issues, etc. Also having more tie-ups with contract manufacturers gives us an upper hand in price negotiation and on time execution of the order. Also it helps us to contract more orders from our customers abroad. Investment and upgradation in Information Technology (IT) and other digital initiatives: As we grow, we wish to have ERP (Enterprise Resource Planning) systems in the future to integrate our operations, enhance supply chain visibility, and ensure efficient resource allocation across manufacturing and distribution channels. This streamlines inventory management, sales tracking, timely delivery and also helps in regulatory compliance. By upgrading existing tools and investing in other digital initiatives, company can look to further efficiently enhance and streamline operations in cost and time efficient ways. SWOT ANALYSIS: STRENGTHS: WEAKNESS: 1. Experienced Management Team and 1. Loss of Control over contract manufacturer’s manufacturing Skilled / Trained Employees. process can lead to delay or loss of order or loss of business. 2. In-house QA/QC capabilities for formulations and quality checks. 2. Dependency on contract manufacturer. 3. Reliable relationships with contract manufacturers and distributors. 3. Majority of revenues from export market. 4. Asset Light model as bulk of manufacturing is done by a contract 4. We have working relationship with only one forwarding manufacturer. agent i.e. Vision Container Lines 5. Operational hub’s proximity to airport and seaport. 6. FDA AND FSSAI certified organization. 7. Working capital not blocked in the inventory of finished goods or raw material to make finished goods as production is done as per the orders received. 8. Ambarnath facility is located in MIDC area. MIDC usually gives benefits like providing infrastructure, policies and incentives for growth, approvals, etc 9. Due to inherent export oriented business, company gets monetary benefits from the GoI. OPPORTUNITY: THREATS: 1. Increasing opportunity to formulate and 1. Compliance with evolving safety and regulatory standards of produce generic medicines for less the regulators may increase the cost. advantaged countries. 2. Intense competition from both established firms and new 2. Potential to export into untapped regions or entrants in the generic market. different product categories with growing 3. Any potential lapse in the standards or adherence to needs. manufacturing process can lead to health issues in consumers. 3. Huge opportunity to grow inorganically. This can be fatal as well and can quite be a catastrophe for the 4. Leverage or improve IT solutions to company. improve sales. 4. Any force majeure events like Covid can hurt badly as 5. Increase the number of contract majority revenues from exports. manufacturers to increase sales. 5. Any significant instability, force-majeure event in Sierra Leone and in Africa can have detrimental effect on our business. 155 | Pa geKEY PERFORMANCE INDICATORS OF OUR COMPANY As per Restated Financial Statements KPI Indicators (₹ In Lakhs except percentages and ratios) Sr. No. Particulars For the period ended For the year ended November 30, 2024 FY 2023- FY 2022- FY 2021- 24 23 22 1 Revenue from operations (1) 2,068.16 1,558.62 653.80 959.85 2 EBITDA(2) 378.71 254.58 151.66 (35.55) 3 EBITDA (%) Margin(3) 18.31% 16.33% 23.20% (3.70%) 4 PAT(4) 337.49 136.03 105.66 11.06 5 PAT Margin(5) 16.32% 8.73% 16.16% 1.15% 6 Return on Equity (ROE)%(6) 41.77% 32.47% 72.49% 9.98% 7 ROCE%(7) 44.47% 34.29% 56.08% 31.68% 8 Debt- Equity Ratio(8) 0.71 1.07 2.64 3.56 9 Net Fixed Assets Turnover Ratio 23.66 14.29 5.78 10.46 (Times) (9) 10 Current Ratio (Times) 1.88 1.52 1.09 0.98 11 ROE(9) 41.77% 32.47% 72.49% 9.98% 12 EPS(10) 5.38 2.37 1.89 11.62 Notes: 1. Revenue from operations is the total revenue generated by our Company. 2. EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses- Other Income 3. EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations 4. PAT is Profit Before Tax-current tax-deferred tax. 5. PAT Margin is PAT/Revenue from operations 6. ROE is Net profit after tax/Total Equity 7. ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity plus total debt 8. Debt Equity Ratio is Net Debt/Total equity*Net debt =non current borrowing +current borrowing -cash and cash equivalent, Bank balance and investment in Mutual funds. Total Equity= Equity share capital +other equity 9. Net fixed asset turnover ratio=Revenue from operations/Fixed Asset 10. Current Ratio: Current Asset over Current Liabilities 11. EPS is mentioned as EPS for the period FINANCIAL SUMMARY Our Key Financial and other Operational Performance Indicator relevant to our business are: (₹ in Lakhs) Particulars Financial Year ended March 31, Nov-2024 2024 2023 2022 Revenue from operations 2,068.16 1,558.62 653.80 959.85 EBITDA 378.71 254.58 151.66 (35.55) Restated profit after tax 337.49 136.03 105.66 11.06 Current Assets 2,370.15 1,833.56 1,069.28 737.88 156 | Pa geParticulars Financial Year ended March 31, Nov-2024 2024 2023 2022 Current Liabilities 1,262.65 1,205.78 978.77 755.57 Short term Borrowings 476.83 519.30 342.65 236.91 Long term Borrowings 220.27 162.69 181.86 94.05 Total Borrowings 697.11 681.99 524.51 330.96 Net Worth 976.74 639.25 198.59 92.93 Basic & Diluted earnings per Equity Share 43.05 18.92 15.09 93.00 before considering Bonus Issue with a nominal value of ₹ 10 (in ₹) Basic & Diluted earnings per Equity Share after 5.38 2.37 1.89 11.62 considering Bonus Issue with a nominal value of ₹ 10 (in ₹) Return on net worth (%) 34.55% 21.28% 53.21% 11.90% Net Asset Value per Equity share before 124.60 81.55 28.37 13.28 considering Bonus Issue as Restated (in ₹) Net Asset Value per Equity share after 15.57 10.19 3.55 1.66 considering Bonus Issue as Restated (in ₹) Total Debt Equity Ratio 0.71 1.07 2.64 3.56 Revenue on the basis of Geographywise and Business Vertical are tabulated as below: (₹ in Lakhs) Particulars Apr-24- % of FY % of FY % of FY % of Nov-24 Total 2023-24 Total 2022-23 Total 2021-22 Total Sales Sales Sales Sales Domestic Sales Maharashtra 265.84 12.85% 39.88 2.56% - - - - Gujarat 61.1 2.95% - - - - - - Total of Domestic Sales 326.94 15.80% 39.88 2.56% - - - - Exports Sales Mali 386.62 18.69% 351.79 22.50% 24.56 3.76% - - Ghana - - 53.87 3.45% 104.91 16.03% - - Liberia - - - - - - 356.17 37.11% Sierra Leone 1,354.59 65.50% 985.12 63.03% 524.43 80.21% 361.67 37.68% United Kingdom - - 132.17 8.46% - - 242.01 25.22% Total of Export Sales 1,741.21 84.19% 1,522.95 97.44% 653.90 100% 959.85 100% Total 2,068.16 100% 1,562.83 100% 653.90 100% 959.85 100% Particulars % of % of % of % of Apr-24- FY 2023- FY 2022- FY 2021- Total Total Total Total Nov-24 24 23 22 Sales Sales Sales Sales Domestic Sales Maharashtra 265.84 12.85% 39.88 2.56% - - - - 157 | Pa geParticulars % of % of % of % of Apr-24- FY 2023- FY 2022- FY 2021- Total Total Total Total Nov-24 24 23 22 Sales Sales Sales Sales Gujarat 61.1 2.95% - - - - - - Total of Domestic Sales 326.94 15.80% 39.88 2.56% - - - - Exports Sales Mali 386.62 18.69% 351.79 22.50% 24.56 3.76% - - - Ghana - 53.87 3.45% 104.91 16.03% - - Liberia - - - - - - 356.17 37.11% Sierra Leone 1,354.59 65.50% 985.12 63.03% 524.43 80.21% 361.67 37.68% United Kingdom - - 132.17 8.46% - - 242.01 25.22% Total of Export Sales 1,741.21 84.19% 1,522.95 97.44% 653.90 100% 959.85 100% Total 2,068.16 100% 1,562.83 100% 653.90 100% 959.85 100% (₹ in Lakhs) Particulars Nov-24 FY 2023-24 FY 2022-23 FY 2021-22 Pharmaceutical 1,861.76 1,397.01 576.48 876.82 Nutraceutical 206.4 165.82 77.42 83.03 Total 2,068.16 1,562.83 653.90 959.85 TOP RAW MATERIAL SUPPLIERS Details of procurement from Top 1, 3, 5 and 10 Suppliers for raw materials for the period ended November 30, 2024, and fiscal FY 2025, FY 2024, FY 2023 and FY 2022: TOP SUPPLIERS (₹ in Lakhs) Period ended For Financial Year November 30, 2024 March 2024 March 2023 March 2022 Particulars Rs. in *% of Rs. in *% of Rs. in *% of Rs. in *% of Lakhs total Lakhs total Lakhs total Lakhs total procure procure procure procure ment ment ment ment Our Largest Supplier 185.80 24.73% 100.65 12.13% 58.34 15.76% 240.45 40.39% Our top three Supplier 305.80 40.61% 259.83 31.31% 153.80 41.54% 330.67 55.55% Our top five Suppliers 375.45 49.98% 321.09 38.70% 204.83 55.34% 380.61 63.94% Our top ten Suppliers 477.40 63.55% 437.31 52.70% 274.80 74.22% 468.85 78.76% (1) Percentage (%) is calculated as a percentage of Total Procurement done. REVENUE BIFURCATION Revenue bifurcation top 1, 3, 5 and top 10 customer wise 158 | Pa geSr. Particulars For the period For the year ending March 31, No. ended November 30, 2024 2024 2023 2022 Revenue % (1) Revenue % (1) Revenue % (1) Revenue % (1) (₹ in (₹ in (₹ in (₹ in lakhs) lakhs) lakhs) lakhs) 1 Our 508.63 24.59 453.63 29.02 258.51 39.54 242.01 25.21 Largest customer 2 Our top 3 1,133.51 54.81 936.39 59.91 616.59 94.29 666.74 69.47 Customers 3 Our top 1,489.51 72.02 1,212.27 77.57 653.91 100.00 913.21 95.14 five Customers 4 Our top ten 1,952.21 94.39 1,522.95 97.44 653.91 100.00 959.85 100.00 Customers (1) Percentage (%) is calculated as a percentage of Total Revenue. Revenue bifurcation unit wise through contract manufacturer ( in Percentage) Sr. Name of the Manufacturing Period ended FY 2024(1) (%) FY 2023(1) (%) FY 2022(1) (%) No. unit November 30, 2024 (1) (%) 1 Biotime Pharmaceuticals Pvt. Ltd 32.00 12.00 - - 2 Kalash Pharmachem Pvt Ltd 26.30 - 27.60 37.00 (Generic Medicine) 3 Ferron Lifecare Private Limited^ - 11.00 13.00 9.00 4 The Pharmaceuticals Products of 16.00 77.00 57.00 52.00 India Limited 5 Ambarnath Facility (Asston 10.00 - - - Pharmaceuticals Limited). 6 Inducare Pharmaceuticals and 9.00 - - - Research Foundation 7 Kalash Pharmachem Pvt Ltd 2.70 - 2.40 2.00 (Antibiotic Medicine) 8 Asuwaldi Pharmaceuticals 4.00 - - - (1) Percentage (%) is calculated as a percentage of Total Revenue Percentage ^It is pertinent to note that the manufacturing equipments are purchased by Asston pharmaceuticals pvt ltd on April 1st April 2024. “The Pharmaceuticals Products of India Limited” ceased its operation and wind up in May 2024. There is one more facility named “Bushal Chemi pharma Pvt. Ltd.” with whom company has tie-up, but it is yet to generate any revenue. REVENUE FROM TOP MEDICINES WISE Revenue for Top 1, 3, 5 and 10 medicines wise irrespective of country, type and form of medicine. ( in Percentage) Sr. Name of the Medicine Period ended FY 2024 FY 2023 FY 2022 No. November 30, 2024 1 Oral Rehydration Salt 8.8 10.14 9.23 14.81 2 Dexamethasone 5.95 4.98 4.99 7.21 3 Piroxicam Capsules 5.85 5.41 6.81 7.5 4 Routine Set Vitamins 4.74 6.35 9.83 7.31 159 | Pa geSr. Name of the Medicine Period ended FY 2024 FY 2023 FY 2022 No. November 30, 2024 5 Diclofenac Sodium 3.53 1.74 5.3 2.47 6 Diclofenac Pottasium 5.8 4.98 4.54 5.43 7 Mebendazole 4.35 2.8 3.33 2.17 8 Folirex Forte Syrup 1.93 1.99 1.51 1.09 9 Sildenafil Tablet 3.87 4.17 4.84 6.91 10 Albendazole tablet 1.55 1.37 1.36 1.48 (1) Percentage (%) is calculated as a percentage of Total Revenue. NUMBERS OF BRANDS REGISTERED COUNTRY WISE Sr. Name of the country Number of brands registered No. 1 Sierra Leone 142 2 Ghana 4 NUMBER OF BRANDS REGISTERED FORM WISE Sr. Type/ Form Number of brands registered No. 1 Tablets 65 2 Sachets 3 3 Syrups/ suspension 29 4 Capsules 22 5 Ophthalmic preparation 6 6 Cream 2 OUR BUSINESS MODEL Manufacturing Warehouse Exports Distribution Pharmaceuticals and nutraceuticals play different roles in health and wellness. Pharmaceuticals, including antibiotics, vaccines, and insulin, are medications used to prevent, diagnose, treat, or cure diseases. They are highly regulated by authorities such as the FDA and EMA, with extensive clinical trials required for approval. In contrast, nutraceuticals like omega-3 supplements, probiotics, and multivitamins are food-derived products that promote health, prevent deficiencies, and enhance well-being. They are less strictly regulated, with no formal clinical trials needed for approval. While pharmaceuticals utilize active chemical compounds to target specific disease mechanisms, nutraceuticals focus on natural ingredients like herbs, vitamins, and minerals to support general health. Our business model is simple: we provide formulations, have products contract manufactured according to industry standards and compliance practices, and store the finished products in our warehouses for distribution. Our Warehouses are well equipped with HVAC (Heating, Ventilation and Air conditioning) systems, climate control and HEPA (High-efficiency particulate air) filters to maintain the integrity of the product and maintain controlled environment within prescribed temperature and humidity ranges with low possible contamination. From our warehouses, products are shipped to various regions like West African region and other Asian countries. Once at the destined export location, products are distributed to our primary customers, mainly pharmacies in West African and Asian region currently. PHARMACEUTICAL TABLET MANUFACTURING PROCESS The complete step by step process in the manufacturing of a tablet is depicted below with brief about of each process laid down in the subsequent section thereafter. 160 | Pa geRaw Material Weighing & Granulation Procurement Dispensing Compression Blister Packaging Coating (Optional) (Tablet Pressing) Carton & Warehousing & Logistics & Secondary Storage Distribution packaging 1. Raw Material Procurement Source: We procure API (Active Pharmaceutical Ingredients) and excipients from certified suppliers. Quality Check: Raw materials undergo QA/QC testing to ensure they meet required specifications and standards. Storage: Approved raw materials are stored in designated areas in compliance with regulatory guidelines. 2. Weighing & Dispensing Weighing: The required quantity of raw materials is weighed as per the formulation specifications. Dispensing: Accurately measured materials are dispensed for the next stage. 3. Granulation Mixing Binding Drying Sieving Wet Granulation Process: Mixing: The raw materials (API and excipients) are blended in a mixer to ensure homogeneity. Binder Addition: A liquid binder is added to the mixture to form a wet mass. Granulation: The wet mass is processed through a granulator to create granules. Drying: The wet granules are dried using a fluid bed dryer or tray dryer to achieve the desired moisture content. Sieving: The dried granules are passed through a sieve to ensure uniform size distribution. 4. Compression (Tablet Pressing) Granule Compression: The dried and sized granules are fed into the tablet press machine, where they are compressed into tablets under high pressure. Tablet Shape: Tablets can be shaped and sized based on the formulation and product requirements (e.g., round, oval). Quality Check: Post-compression, tablets undergo weight, thickness, and hardness checks to ensure consistency and quality. 5. Coating (Optional) Coating: Tablets may be coated with a protective or aesthetic film (e.g., sugar coating, enteric coating) to improve appearance, taste, or stability. 6. Blister Packaging 161 | Pa geBlister Machine: Tablets are placed into blister packs (PVC/Aluminium blisters) using a blister packaging machine. Sealing: The blister pack is sealed with an aluminium foil or laminate to protect the tablets from external elements such as moisture and air. Labelling: Blister packs are labelled with product information, batch numbers, expiry dates, and regulatory information. 7. Carton & Secondary Packaging Carton: Blister packs are placed into cartons, which are labelled and sealed. Batch Inspection: A final quality check is performed to ensure all cartons are properly packed and labelled. 8. Warehousing & Storage Storage: Finished products are stored in Asston Pharmaceuticals’ warehouses under controlled conditions, ensuring product integrity before shipment. 9. Logistics & Distribution Loading into 40-ft Containers: Once ready for export, cartons are loaded into 40-ft shipping containers. Shipping Documentation Necessary shipping documents (e.g., NOCs, certificates) are prepared and processed for international distribution. Export & Distribution: Containers are shipped via sea or airports to destination markets (West Africa, South Africa, Asia). Final Distribution: Products are distributed to pharmacies through established B2B channels. RAW MATERIAL PROCUREMENT AND HANDLING The complete process of procurement of raw material and its handling is depicted below with brief about of each process laid down in the subsequent section thereafter. Quality Documentation Packaging API Excipients Control and and Materials Storage Compliance a. Active Pharmaceutical Ingredients (API) Sourcing: APIs are the critical components responsible for the therapeutic effect of the medicine. Asston Pharmaceuticals procures APIs from WHO-GMP certified suppliers. Types: The APIs may vary depending on the product being manufactured, such as painkillers, antacids, pediatric drugs, etc. Quality Control: Each batch of API undergoes stringent quality checks in accordance with pharmacopeia standards (e.g., USP, BP, IP) to ensure purity, potency, and stability. b. Excipients Purpose Excipients are inactive substances used to aid the formulation, providing the right consistency, stability, and bioavailability of the drug. Common Excipients: Binders: Help the powders stick together to form tablets (e.g., starch, gelatin). Diluents/Fillers: Bulk up the formulation to the required (e.g., lactose, microcrystalline cellulose) Disintegrants: Facilitate tablet breakdown in the digestive size system (e.g., sodium starch glycolate). Lubricants: Reduce friction during tablet production (e.g., magnesium stearate). Colorants and Flavorings: Improve appearance and taste (e.g., titanium dioxide for colour, aspartame for flavor). Quality Control: Excipients undergo testing for identity, purity, and performance, ensuring they conform to international pharmacopeia standards. c. Packaging Materials Primary Packaging: Blister Films: Made from PVC (polyvinyl chloride) or Aluminium, depending on the type of product and its sensitivity to moisture, air, and light. Aluminium Foils: Used as a sealing layer for blister packs. Secondary Packaging: Cartons: Paperboard cartons for holding blister packs. Labels: Include product information, batch number, expiration date, and regulatory details. d. Quality Control (QC) and Storage Testing: All raw materials undergo a thorough QC process before they are approved for use in manufacturing. This includes chemical, physical, and microbiological testing to ensure compliance with standards. Storage Conditions: APIs and excipients are stored in temperature- and humidity-controlled environments to preserve their stability. Segregation of materials is done to avoid cross-contamination, particularly with allergenic or highly potent APIs. e. Documentation & Compliance 162 | Pa geDocumentation: All raw materials are tracked using batch records for full traceability. Material safety data sheets (MSDS) and certificates of analysis (COA) are maintained for regulatory and internal audits. Regulatory Compliance: We comply with regulatory guidelines from authorities like FDA, EMA, and national agencies in target markets. This includes ensuring that all raw materials meet the necessary regulatory standards. DOCUMENTATION AND DOCUMENTATION UPDATE PROCESS Quality Assurance Document Approval and Control Controlled Distribution, Use and Revision Retrieval Documentation forms a key part in upholding the standards of the quality of the product. Master documents are kept in the document storage room under the safe custody of Quality Assurance team who has the onus of revising and generating the documents and their distribution and retrieval. They are also responsible to generate documents for use after approving the same. Based on WHO-GMP guidelines and FDA requirements, product manufacturing and the related documents are prepared. Documents are prepared keeping in mind the international standards along with the local FDA guidelines for product manufacturing. These documents lay the very emphasis for proper quality control and processes to meet the quality and standards. Any periodical revision or amendments if any, documents are updated accordingly. Batch documents are retained till 1 year after the expiry of the product or after any specific requirement of regulatory authority. After this time period, these batch documents are destroyed. But batch documents of validation batches are never destroyed. They are stored along with validation documents forever. Also obsolete SOPs, if any shall be stored forever. Periodical reviews of documents are done. Reviews happen every 2 years. Also review of standard operating procedure happen every 3 years. If any changes or amendments are there, necessary changes are effected in the document by following proper change control procedure and document is allotted next revision number after incorporation of such a change. History sheet of each document is maintained to track the changes. Standard operating procedures for the process to be carried out by workman are laid down in regional language for them to easily understand it and carry out the task effectively. Also at the same time, senior staff is also there to help in case of any issues in understanding the SOPs. Various documents and periodical records are maintained in context to temperature, cleaning, relative humidity. Master documents of specifications of raw materials, packaging materials, master formula records, master packing records, vendor assessment records, analytical method and various validation methods are maintained. Protocols and documents pertaining to validation, calibration, stability study, product history are also maintained. These documents effectively form a guiding force for the company to comply with the guidelines set by regulatory authority and the maintain the quality and standard of the product thus produced. QUALITY CONTROL DEPARTMENT AT THE AMBARNATH PLANT Our Quality assurance department is at forefront to ensure the quality of the products thus produced are at acceptable standards as set by guidelines of international and domestic regulator like FDA. They are in-charge of complete documentation process as far as following standards and achieving quality products are concerned. Our Quality assurance department deals with sampling, specifications, testing, documentation and release procedure and ensures complete implementation of the relevant protocol. Hence effectively, our quality assurance department straddles across each stage of the product manufacturing by in process quality checks, intermittent sampling & analysis to effectively hold the manufacturing process and produce products of desired standards and the quality. 163 | Pa geQuality Assurance department is equipped with various instruments and equipment. These instruments are quiet advanced and sophisticated to conduct relevant testing of raw material, packaging material and finished goods. There are two section of the Quality Control laboratory.  Chemical  Instrumentation INSTRUMENTATION LAB CHEMICAL ANALYSIS LAB OTHER TOOLS AND MACHINERIES Capacity and Capacity Utilisation: PHARMACEUTICALS PRODUCT SR. DOSAGE FORM Average Wight of Tablet Tablet Per Month Capacity NO Uncoated Coated 1. TABLETS 100 TO 300 MG 8.0 Cr. To 10.0 Cr. 6.0 Cr. To 8.0 Cr. 300 TO 600 MG 5.0 Cr. To 6.0 Cr. 4.5 Cr. To 5.5 Cr. NUTRACEUTICALS PRODUCT SR. DOSAGE FORM Average Wight of Tablet Tablet Per Month Capacity NO Uncoated Coated 1. TABLETS 100 TO 300 MG 5.0 Cr. To 6.0 Cr. 5.0 Cr. To 6.0 Cr. 300 TO 600 MG 3.0 Cr. To 5.0 Cr. 3.0 Cr. To 5.0 Cr. 164 | Pa ge600 TO 1.0 G 2.0 Cr. To 3.0 Cr. 2.0 Cr. To 3.0 Cr. SR.NO DOSAGE FORM Average Weight Of Sachet Sachets Per Month Capacity 2. SACHETS 1 GM TO 10 GM 40 Lakhs 10 GM TO 30 GM 24 Lakhs SR.NO DOSAGE FORM Average Weight Of Sachet Sachets Per Month Capacity 3. LIQUIED BOTTLES 60 ML 100 ML 2.0 To 2.5 Lakhs 200 ML 1.0 To 1.5 Lakhs (This page is intentionally left blank) 165 | Pa geCOMPLETE PRODUCTION FLOW WITH RAW MATERIAL MOVEMENT TTIES AND INFRASTRUCTURE FACILITIES RM/PM Rejection RM Receipt Returned to party De Dusting Rejection Printed PM Record report Destroyed Sampling, Unprinted PM Testing Returned to party Approved Approved Material Dispensing In-Process Sampling Testing Stores Rejected Approved Rejection Report Destroy Rework Semi finished Product Approved Sampling Testing Packaging Finished Product Quality Approved Dispatched 166 | Pa geOur Location Registered Office 4th Floor, Office No. A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane – 400 614, Maharashtra, India. Manufacturing Facility K-50, Near MSEB Sub Station, Thakurpada Gaon, MIDC, Anand Nagar, Near A Solution, Ambernath (East), India- 421501 Manufacturing facility located at Ambernath Water Supply Water is a critical utility for various stages of pharmaceutical production, including granulation, tablet compression, and cleaning of equipment. Types of Water: Purified Water (PW): Used in the manufacturing process, especially for oral solid dosage forms (tablets, syrups). Water for Injection (WFI): Required for the production of sterile products like LVP (Large Volume Parenterals) and SVP (Small Volume Parenterals). Process Water: Used for cleaning equipment, cooling, and general manufacturing needs. Water Treatment: Asston maintains an in- house water treatment facility to purify raw water, ensuring it meets pharmacopeial standards (e.g., USP, BP, IP) for pharmaceutical production. Power Supply Reliable power supply is crucial to maintain uninterrupted production and to operate critical equipment such as tablet presses, blister packaging machines, granulators, and dryers. Backup Power: Asston Pharmaceuticals uses diesel generators or uninterruptible power supply (UPS) systems to ensure operations continue in case of power outages. Energy Efficiency: The company implements energy-saving measures, such as LED lighting, energy-efficient machinery, and monitoring systems to optimize power consumption. HVAC (Heating, Ventilation, and Air Conditioning) System The HVAC system plays a vital role in controlling the temperature, humidity, and air quality within the manufacturing and storage areas. Clean Room Environment: The HVAC system ensures that the clean rooms (where tablets, capsules, and injections are manufactured) maintain a controlled environment with low particulate matter and microbial contamination. Air Filtration: High- efficiency particulate air (HEPA) filters are used to maintain air quality by filtering out contaminants and maintaining positive or negative pressure as required. Climate Control: The system ensures that specific areas, such as storage and warehousing, are kept within prescribed temperature and humidity ranges. Compressed Air System Compressed air is used in tablet coating, packaging processes, and operation of pneumatic systems (e.g., for machinery like capsule fillers, blister packaging machines). Quality: The air must meet certain purity standards to avoid contamination of the product during manufacturing. Uses: Compressed air is used for air drying, cleaning equipment, and providing power to pneumatic systems in the production line. Steam Supply 167 | Pa geSteam is used for sterilization, particularly in autoclaves for sterilizing equipment and materials. It’s also used in processes such as granulation and drying. Steam Generators: Asston has dedicated boilers or steam generators to produce the required steam for various manufacturing and cleaning processes. Refrigeration and Cold Storage Certain pharmaceuticals and raw materials, especially biologics and sensitive products require storage in cold or frozen conditions to maintain their stability. Cold Chain Management: Asston Pharmaceuticals maintains cold storage facilities to store temperature- sensitive products at 2°C to 8°C (for refrigerated products) or below -20°C (for frozen products). Monitoring Systems: Continuous temperature monitoring systems ensure that storage conditions remain optimal, with alarms and backup systems in place. Effluent Treatment Plant (ETP) The Effluent Treatment Plant is essential for managing wastewater generated during production and cleaning processes. Treatment Process: The ETP ensures that wastewater is treated to meet environmental standards before discharge, helping Asston remain compliant with local and international regulations for waste disposal. Wastewater Recycling: In some cases, treated water can be recycled and reused for non-critical applications such as landscaping or cooling. Firefighting System Ensures fire safety across production, storage, and administrative areas. Components: Fire alarms and smoke detectors installed in all critical areas. Fire extinguishers, hydrant systems, and sprinkler systems in compliance with regulatory safety standards. Emergency evacuation plans and regular fire drills to ensure preparedness. Gas Supply Gases like nitrogen or carbon dioxide are used in certain processes, such as inerting, packaging (to create a nitrogen atmosphere), or for some laboratory testing. Nitrogen Gas: Often used for purging containers and ensuring product stability, particularly in lyophilization or sterile manufacturing. Waste Management System Proper disposal of pharmaceutical waste, including hazardous materials, chemical waste, and biological materials. Segregation & Disposal: The waste is segregated at the source and handled through licensed waste management contractors. Non-hazardous waste can be recycled or incinerated following regulatory guidelines. LIST OF KEY MACHINERIES AT OUR AMBARNATH PLANT List of Equipment department wise Sr. No Department List of Equipment 1 Engineering Utility Air Handling Unit (AHU), Air Compressor, Hoist, Purified Water System, Effluent Treatment Plant (ETP) 2 Warehouse Dispensing Booth, Electronic Weighing balance (EWB) of different capacities, Sampling rod, Scoop, platform trolley, Hand hydraulic trolley 3 Production Friability Test apparatus, Disintegration Test apparatus, Pass Box, Coating plan, Tablet Compression machine, Blender, multi-meter, vibro shifter, multimill, Vernier caliper, Paste Kettle, hardness tester, etc 4 Quality Control Lab Oven, Stability chambers, muffle furnace, Ph Meter, Karl Fischer, UV Spectroscopy, Moisture analyzer, Polarimeter, tap density tester, ultrasonic cleaner, leak test apparatus, water bath, melting point apparatus, etc EXPORT AND EXPORT OBLIGATION Though our focus is to export our products to distributors and pharmacies, on low-cost formulations at affordable pricing for price- sensitive markets, we do not have any export obligations as such. We sell our products domestically as well as to foreign markets. EXPORT BENEFIT FROM THE GOVERNMENT OF INDIA We receive export benefits from the Government of India in terms of Duty drawback and RoDTEP (Remission of Duties and Taxes on Exported Products). RoDTEP and duty drawbacks are schemes by Government of India which provides rebates on duties and taxes paid by the exporters on their exports. Drawback and RoDTEP benefits are dependent on the HSN code (Harmonized System of Nomenclature) of the product exported. It is calculated on the basis of FOB (Freight on board/ Free on board) value. For our products and for the category of HSN Code of the products we export, we get benefit of around 0.8% to 1% and 1.3% to 1.9% of 168 | Pa gethe FOB value in the shipping bill, as a RoDTEP and Duty Drawback benefit respectively. These amounts are typically credited to us within around three months from the date of shipping bills. We also get benefit in terms of Interest Equalisation Scheme (IES). Interest Equalisation Scheme is also a Government of India initiative that offers reduced interest rates to exporters on their pre- and post-shipment rupee export credits. The benefits are calculated on the basis of FOB value. We get benefit of 0.5% on the FOB value mentioned on the shipping bill. When the client remits the money in our bank, our bank issues Bank Realization Certificate (BRC) to us. Basis this Bank Realization Certificate, Directorate General of Foreign Trade (DGFT) issues us documents certifying completion of a trade cycle and we receive monetary benefit within 6 months. COLLABORATIONS/TIE UPS/ JOINT VENTURES Loan License Location: We typically enters into 5 years agreement with contract manufacturers. These manufacturers are WHO- GMP certified, to ensure the products adhere to the quality standards set and are compliant to them. Apart from contract manufacturers, we also collaborate with distribution partners to expand market reach and enhance product distribution efficiency. Currently company has tie-ups with 4 WHO-GMP certified contract manufacturers. Company is in talks to add one more contract manufacturer named “Tachyons Lifescience Pvt Ltd” based in Gujarat. This shall augment our contract manufacturing capacity. Sr. Contract Manufacturing Facility Agreement Expiry Products No. Tenure 1 Kalash Pharmachem Pvt Ltd., 5 years 7th February 2027 Antibiotics Jalgaon, Maharashtra 2 Inducare Pharmaceuticals and 5 years 5th February 2029 Generics Research Foundation, Jejuri, Pune, Maharashtra 3 Biotime Pharmaceuticals Pvt. Ltd., 5 years 29th December 2027 Generics Murbad, Maharashtra 4 Bushal Chemi pharma Pvt. Ltd, 5 years 27th February 2027 Generics Badlapur Thane, Maharashtra 5 Asuwaldi Pharmaceuticals 5 years 31st December 2027 Generics We had a tie up with a contract manufacturer named “The Pharmaceutical Products of India Ltd” located in Turbhe, Navi-Mumbai. However, the company has ceased its operation and wind up in May 2024. We have revenue booked from this manufacturing facility in FY 25 up to May 2024. Manufacturing facility: Inducare Pharmaceuticals and Research Foundation 169 | Pa geManufacturing facility: Kalash Pharmachem Pvt Ltd Manufacturing facility: Biotime Pharmaceuticals Pvt. Ltd. Manufacturing facility: Bushal Chemi Pharma Pvt. Ltd 170 | Pa geManufacturing Facility: Asuwaldi Pharmaceuticals We also have tie-ups with 2 NABL accredited labs for quality assurance and quality control checks. We send key raw materials and our finished goods on a sample basis for each batch, for quality checks at these 2 labs. Post quality check reports from these labs, we ship our products to clients thus conforming to the quality and standards. Sr. QA/QC Laboratories Agreement Tenure Expiry Scope No. and Expiry 1 QSL Quality Solution Laboratory, 5 years 28th January 2028 Testing of key raw Belapur, Maharashtra materials and finished goods 2 Inducare Pharmaceuticals and 5 years 3rd December 2027 Testing of key raw research Foundation (PTL), Jejuri, materials and finished Pune, Maharashtra goods QC Facility: Inducare Pharmaceuticals and research Foundation (PTL) HUMAN RESOURCES Human resource is an asset to any industry, sourcing and managing is very important task for the management. We believe that our employees are the key to the success of our service. HR strategy emphasizes employee training, career development, and workplace diversity to foster a motivated workforce. Recruitment policies prioritize skills alignment with company goals, while employee welfare initiatives promote a healthy work-life balance and professional growth opportunities. As on the date of this DRHP, we have 46 Permanent employees and 6 contractual employees in various departments. The details of permanent employees deployment across various business functions are given as below: Our employee count as on 30th September 2024 is as below: 171 | Pa geSr.No Function Total No. of Permanent Total No. of Total Workers Contract Workers 1 Production 21 0 21 2 Quality Assurance 1 0 1 3 Quality Control 2 0 2 4 Warehouse 2 0 2 5 Engineering support Service 2 2 6 HR & Administration & Accounts 3 0 3 7 Packaging 13 6 13 8 Purchase & Procurement Dept. 2 0 2 TOTAL 46 6 52 quality aspects of the business. COMPETITION Competition in the pharmaceutical industry depends upon various factors like formulations, R&D capabilities, manufacturing capabilities, regulatory approvals, categories of the product line, geographical reach, etc. Markets in India and worldwide are dominated by large players having their own brands of products, huge R&D facilities deeply entrenched into various categories of product line for various ailments and for various age groups. Also there are number of players who produce generic medicines after the patents are expired. It’s usually a low margin business as many generic players enters the fray and competition rises manifold. So there is a huge competition for single product with multiple generic medicines available in the market. We believe that for us to compete effectively with other players, we need to differentiate ourselves. We consistently ensure that our product meets the quality and the established standards and process as laid down by relevant regulatory authorities. Hence we have our QA/QC team to thoroughly check quality norms and ensures proper formulation. Through our extensive product range and formulation expertise, we try to be competitive from pricing point of view. Hence we have our hub near airport and port to ensure cost efficient and time saving distribution. Also, we are present across spectrum of products for various ailments for various age groups across various forms like tablets, syrups, creams, capsules, etc. Also we offer different packet sizes. These offerings give flexibility to our customers on various fronts like pricing, sourcing product from single vendor, etc. This results in stickiness of customers. We continuously do market analysis and take customer feedback to help refine or change our products line for efficient sales practice. Our nearest competitors are: 1. Achyut Helathcare Ltd, 2. Kwality Pharmaceuticals Ltd 3. Trident Lifeline Ltd 4. Shelter Pharma Ltd SALES AND MARKETING Our Company employs sales approach focused on supplying pharmaceutical products to pharmacies and distributors across Africa. The company emphasizes competitive pricing and high-quality standards to penetrate new markets and maintain customer loyalty. Marketing efforts include participation in pharmaceutical expos, trade fairs held in Africa, merchandise goods and events to showcase its product range and regulatory compliance. Our success lies in the strength of our relationship with our customers who have been associated with our Company. Our team through their vast experience and good rapport with clients owing to timely and quality delivery of project plays an instrumental role in creating and expanding a work platform for our Company. To retain our customers, our team regularly interacts with them and focuses on gaining an insight into the additional needs of such customers. INTELLECTUAL PROPERTY RIGHTS: Trademark: 172 | Pa geWe have several trademarks on our Company as mentioned below: - S.No Brand Class Trademark Owner Authority Date of Current Status Name/Logo Application Application Trademark Number 1. EATE FIN 5 4929483 Asston Pharmaceuticals Trade Mark April 1, 2021 Received Private Limited Registry, Mumbai 2. VASACAM 5 6066220 Asston Pharmaceuticals Trade Mark August 14, 2023 Received Private Limited Registry, Mumbai 3. DICLOFA 5 6426244 Asston Pharmaceuticals Trade Mark May 10, 2024 Awaited Private Limited Registry, Mumbai 4. ROUTINE 5 6426245 Asston Pharmaceuticals Trade Mark May 10, 2024 Awaited SET Private Limited Registry, Mumbai 5. DICLORENT 5 6426246 Asston Pharmaceuticals Trade Mark May 10, 2024 Awaited Private Limited Registry, Mumbai Domain: Registrant Regist S Creation Domain Name Registry Domain ID Name, IANA ID ry . Date Expiry No Date 1. www.asstonpharmaceuticals.co D0A7E81ED10284BF090A837781 remaining 16th APRIL 4 years m 3669F77-IN 2022 DETAILS OF IMMOVABLE PROPERTY The details of the Immovable properties by company are given below: Sr. Details of Property Licensor/Lessor Vendor Owned/Lease Tenure and Expiry Usage No. d/ License Date 1. Office No. A-431, Balaji Mr. Babu George Leased 55 Months and 31st Registered Bhavan, Plot No 42A, October 2028 Office Sector-11, CBD Belapur, Navi Mumbai, Thane, Maharashtra, 400614 2. K- 50, additional MIDC, RF Systems Leased 5 years and Manufacturing Ambernath 31st March 2029 Facility INSURANCE DETAILS Our business operations are subject to various risks inherent in our industry. We have obtained insurance in order to manage the risk of losses from potentially harmful events. These insurance policies are renewed periodically to ensure that the coverage is adequate. We believe that our insurance coverage is in accordance with industry custom, including the terms of and the coverage provided by such insurance. Our policies are subject to standard limitations. Therefore, insurance might not necessarily cover all losses incurred 173 | Pa geby us and we cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies. We have insurance coverage for raw materials, finished goods and equipments. Insurance policies mitigate risks associated with natural disasters, and regulatory non-compliance, ensuring financial protection and continuity of business operations. Sr. Name of Insurance Type of policy Policy No. Validity Insured No. Company Period up to Amount in ₹ lakhs 1. Future Generali Material Insurance Policy RKB31327 1 Year 130 Lakhs 2. Future Generali Material Insurance Policy RKB30104 1 Year 130 Lakhs Apart from this, we have an insurance cover from port to port for each and every container we export to the client. It covers theft, fire, force-majeure, man-made incidents, pirates, etc. (This page is intentionally left blank) 174 | Pa geKEY INDUSTRY REGULATIONS The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars, and policies in India which are applicable to our Company and our Material Subsidiaries, and the business undertaken by our Company and our Material Subsidiaries. The information detailed in this section is based on the current provisions of key statutes, rules, regulations, notifications, memorandums, circulars and policies which are subject to amendments, changes and/or modifications. The information detailed in this chapter has been obtained from various legislations, rules and regulations notified thereunder, and other regulatory requirements issued by the regulatory authorities available in the public domain. The regulations set out below may not be exhaustive and are only intended to provide general information to the investors and are neither designed nor intended to substitute professional legal advice. Taxation statutes such as the Income-tax Act, 1961, the Customs Act, 1962 and the relevant goods and services tax legislation apply to us as they do to any other company. Further, under the provisions of various Central Government and State Government statutes and legislations, our Company is required to obtain and regularly renew certain licenses or registrations and seek statutory permissions to conduct its business and operations. For details of government approvals obtained by our Company and our Material Subsidiaries, please refer to the section titled “Government and Other Approvals” beginning on page 226. INDUSTRY SPECIFIC LAWS/ REGULATIONS The Micro, Small and Medium Enterprises Development Act, 2006 In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (“MSME”) the Micro, Small and Medium Enterprises Development Act, 2006 is enacted. A National Board shall be appointed and established by the Central Government for MSME enterprise with its head office at Delhi in the case of the enterprises engaged in the manufacture or production of goods pertaining to any industry mentioned in first schedule to Industries (Development and Regulation) Act, 1951. As per the revised classification via Notification no. CG-DL-E-01062020-219680 applicable with effect from 1 July 2020, an enterprise would be classified as: “micro enterprise”, where the investment in plant and machinery or equipment does not exceed one Crore rupees and Turnover does not exceed five Crore rupees; “Small enterprise”, where the investment in plant and machinery or equipment does not exceed ten Crore rupees and Annual Turnover does not exceed fifty Crore rupees; or a “medium enterprise”, where the investment in plant and machinery or equipment does not exceed fifty Crore rupees and the Annual Turnover does not exceed Two hundred and Fifty Crore rupees. The Drugs and Cosmetics Act, 1940 (“DCA”) The DCA regulates the import, manufacture, distribution and sale of drugs and cosmetics in India as well as aspects relating to labelling, packing and testing. The DCA also provides the procedure for testing and licensing of new drugs. The DCA also prohibits the import of certain categories of drugs and cosmetics. It further mandates that every person holding a license must keep and maintain such records, registers and other documents as may be prescribed which may be subject to inspection by the relevant authorities. Under the DCA, the Government may, by notification in the official gazette, regulate or prohibit the manufacture, sale or distribution of a drug, if it is satisfied that in the public interest, it is necessary or expedient to do so or that the use of such drug is likely to involve any risk to human beings or animals or that it does not have the therapeutic value claimed or purported to be claimed for it or contains ingredients and in such quantity for which there is no therapeutic justification. Penalties in terms of fine and imprisonment are prescribed under the DCA for contravention of its provisions. The Drugs and Cosmetics Rules, 1945 The Drugs and Cosmetics Rules, 1945 (the “DCA Rules”) have been enacted to give effect to the provisions of the DCA Act to regulate the manufacture, distribution and sale of drugs and cosmetics in India. The DCA Rules prescribe the procedure for submission of report to the Central Drugs Laboratory, of samples of drugs for analysis or test, the forms of Central Drugs Laboratory’s reports thereon and the fees payable in respect of such reports. The DCA Rules also prescribe the drugs or classes of drugs or cosmetics or classes of cosmetics for the import of which a licence is required and prescribe the form and conditions of such licence. Further, the DCA Rules provide for the cancellation or suspension of such licence in any case where any provisions or rule applicable to the import of drugs and cosmetic is contravened or any of the conditions subject to which the licence is issued is not complied with. The DCA Rules further prescribe the manner of labelling and packaging of drugs. Drugs (Prices Control) Order, 2013 The Drugs Prices Control Order, 2013 (“DPCO”) is an order issued by the Government of India under section 3 of Essential Commodities Act, 1955 to regulate the prices of drugs. The Order inter alia provides the list of price-controlled drugs, procedures for fixation of prices of drugs, method of implementation of prices fixed by Government, penalties for contravention of provisions, etc. For the purpose of implementing provisions of DPCO, powers of Government have been vested in National Pharmaceutical Pricing Authority. 175 | Pa geFood Safety and Standards Act, 2006 (“FSSA”) The FSSA was enacted with a view to consolidate the laws relating to food and to establish the Food Safety and Standards Authority of India (“FSSAI”) for laying down scientific standards for articles of food and to regulate their manufacture, storage, distribution, sale and import to ensure availability of safe and wholesome food for human consumption. The FSSAI has been established under section 4 of the FSSA. Section 16 of the FSSA lays down the functions and duties of the FSSAI including FSSAI’s duty to provide scientific advice and technical support to the Government of India and the state governments in framing the policy and rules relating to food safety and nutrition. The FSSA also sets out requirements for licensing and registering food businesses, general principles for food safety, and responsibilities of the food business operator and liability of manufacturers and sellers, and adjudication by the Food Safety Appellate Tribunal. The FSSA also lays down penalties for various offences (including recall procedures). The Bureau of Indian Standards Act, 2016 The Bureau of Indian Standards Act, 2016 provides for the establishment of bureau for the standardization, marking and quality certification of goods. Functions of the bureau include, inter-alia, (a) recognizing as an Indian standard, any standard established for any article or process by any other institution in India or elsewhere; (b) specifying a standard mark which shall be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; and (c) conducting such inspection and taking such samples of any material or substance as may be necessary to see whether any article or process in relation to which the standard mark has been used conforms to the Indian Standard or whether the standard mark has been improperly used in relation to any article or process with or without a license. The Maharashtra Shops and Establishment Act, 1948 The Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017 and Rules, 2018 are applicable to all the shops and commercial establishments in the whole state of Maharashtra. The Act is enacted for the purpose of protecting the rights of employees. The Act provides regulations of the payment of wages, terms of services, work hours, rest intervals, overtime work, opening and closing hours, closed days, holidays, leaves, maternity leave and benefits, work conditions, rules for employment of children, records maintenance, etc. Good Manufacturing Practice Guidelines (GMP) These guidelines are provided under Schedule T of Drug and Cosmetic Act, 1940. Good manufacturing practices (GMP) are the practices required in order to confirm the guidelines recommended by agencies that control authorization and licensing for manufacture and sale of food, drug products, and active pharmaceutical products. These guidelines provide minimum requirements that a pharmaceutical or a food product manufacturer must meet to assure that the products are of high quality and do not pose any risk to the consumer or public. Good manufacturing practices, along with good laboratory practices and good clinical practices, are overseen by regulatory agencies in various sectors in India. Information Technology Act, 2000 (the “IT Act”) The IT Act, inter alia, seeks to provide legal recognition to transactions carried out by various means of electronic data interchange and other means of electronic communication and facilitate electronic filing of documents and create a mechanism for the authentication of electronic documentation through digital signatures. The IT Act prescribes punishment for publishing and transmitting obscene material in electronic form. The IT Act provides for extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by any person, irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a computer, computer system or computer network located in India. Additionally, the IT Act empowers the Government of India to direct any of its agencies to intercept, monitor or decrypt any information generated, transmitted, received or stored in any computer source in the interest of sovereignty, integrity, defence and security of India, among other things. Consumer Protection Act, 2019 (the “Consumer Protection Act”) The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and enacted to provide simpler and quicker access to redress consumer grievances. It inter alia seeks to promote and protect the interests of consumers against deficiencies and defects in goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers, service providers and traders. It provides for the establishment of consumer disputes redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to awarding compensation and/ or passing corrective orders, the forums and commissions under the Consumer Protection Act, in cases of misleading and false advertisements, are empowered to impose imprisonment for a term which may extend to two years and fine which may extend to ten lakhs. INTELECTUAL PROPERTY LAWS 176 | Pa geThe Trademarks Act, 1999 (“Trademarks Act”) The Trademarks Act governs the registration, statutory protection of trademarks and prevention of the use of fraudulent marks in India. Indian law permits the registration of trademarks for both goods and services. It also provides for exclusive rights to marks such as brand, label, and heading and to obtain relief in case of infringement for commercial purposes as a trade description. Under the provisions of the Trademarks Act, an application for trademark registration may be made with the Trademarks Registry by any person or persons claiming to be the proprietor of a trademark, whether individually or as joint applicants, and can be made on the basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless cancelled, after which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored to gain protection under the provisions of the Trademarks Act. The Trademarks Act prohibits registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely applying trademarks among others. It also seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or transmission and to bring the law in line with international practices. The Copyright Act, 1957 (“Copyright Act”) The Copyright Act serves to create property rights for certain kinds of intellectual property, generally called works of authorship. The intellectual property protected under the Copyright Act includes copyrights subsisting inartistic works, original literary, dramatic, musical or artistic works, cinematograph films, and sound recordings, including computer programmes, tables and compilations including computer databases. While copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, registration under the Copyright Act acts as prima facie evidence of the particulars entered therein and may help expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Upon registration, the copyright protection for a work exists for a period of 60 years following the demise of the author. Reproduction of a copyrighted work for sale or hire and issuing of copies to the public, among others, without consent of the owner of the copyright are acts which expressly amount to an infringement of copyright. FOREIGN INVESTMENT AND TRADE REGULATIONS Foreign investment regulations Foreign investment in India is governed by the provisions of the Foreign Exchange Management Act, 1999, as amended, along with the rules, regulations and notifications made by the RBI thereunder, and the consolidated FDI policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto or substitutions thereof, issued from time to time (the “Consolidated FDI Policy”). Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and reporting requirements for investments in India by a person resident outside India. In order to provide boost to the manufacturing sector and give impetus to the ‘Make in India’ initiative, the GoI has permitted a manufacturer to sell its product through wholesale and/or retail, including through e commerce under automatic route. Foreign Trade (Development and Regulation) Act, 1992 (“FTDRA”), the Foreign Trade (Regulation) Rules, 1993 (“FTRR”) and the Foreign Trade Policy 2023(“Foreign Trade Policy”) The FTDRA provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India. The FTDRA empowers the Central Government to formulate and amend the foreign trade policy. The FTDRA prohibits any person from making an import or export except under an Importer-exporter Code Number (“IEC”) granted by the director general or any other authorized person in accordance with the specified procedure. The IEC may be suspended or cancelled if the person who has been granted such IEC contravenes, amongst others, any of the provisions of the FTDRA, or any rules or orders made thereunder, or the foreign policy or any other law pertaining to central excise or customs or foreign exchange. The FTDRA also prescribes the imposition of penalties on any person violating its provisions. The FTRR prescribes the procedure to make an application for grant of a license to import or export goods in accordance with the foreign trade policy, the conditions of such license, and the grounds for refusal of a license. The FTDRA empowers the Central Government to, from time to time, formulate and announce the foreign trade policy. The Foreign Trade Policy came into effect from April 1, 2023. The Foreign Trade Policy, inter alia, governs the import and export of goods, sets out mandatory documentation required for the import and export of goods, principles of restriction and prohibitions of trade with certain identified jurisdictions and groups. The Foreign Trade Policy also sets out a framework to promote cross border trade in the digital economy and a mechanism of settlement of complaints in connection with the quality of goods and other trade disputes. The Export (Quality Control and Inspection) Act, 1963 (the “Export Act”) The Export Act empowers the Government of India to establish, a council called the Export Inspection Council, which would advise the Central Government regarding measures for the enforcement of quality control and inspection in relation to commodities 177 | Pa geintended for export and to formulate programmes in connection therewith, to make, with the concurrence of the Central Government, grants-in-aid to various agencies involved in foreign trade. EMPLOYMENT AND LABOUR LAWS The Factories Act, 1948 The Factories Act defines a ‘factory’ to be any premises including the precincts thereof, on which on any day in the previous 12 months, 10 or more workers are or were working and in which a manufacturing process is being carried on or is ordinarily carried on with the aid of power; or where at least 20 workers are or were working on any day in the preceding 12 months and on which a manufacturing process is being carried on or is ordinarily carried on without the aid of power. State governments prescribe rules with respect to the prior submission of plans, their approval for the establishment of factories and the registration and licensing of factories. The Factories Act provides that the ‘occupier’ of a factory (defined as the person who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors) shall ensure the health, safety and welfare of all workers while they are at work in the factory, especially in respect of safety and proper maintenance of the factory such that it does not pose health risks, the safe use, handling, storage and transport of factory articles and substances, provision of adequate instruction, training and supervision to ensure workers’ health and safety, cleanliness and safe working conditions. If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager of the factory may be punished with imprisonment or with a fine or with both. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the Employees Provident Fund Scheme, 1952 The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (“the EPF Act”) is applicable to an establishment employing more than 20 employees and as notified by the government from time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to the fund. The Central Government under Section 5 of the EPF Act (as mentioned above) frames Employees Provident Scheme, 1952. Payment of Gratuity Act, 1972 as amended (the “Gratuity Act”) The Payment of Gratuity Act, 1972 shall apply to every factory, mine plantation, port and railway company; to every shop or establishment within the meaning of any law for the time being in force in relation to shops and establishments in a State, in which ten or more persons are employed, or were employed, on any day of the preceding twelve months; such other establishments or class of establishments, in which ten or more employees are employed, on any day of the preceding twelve months, as the Central Government, may by notification, specify in this behalf.. 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. The gratuity shall be payable to an employee on termination of his employment after he has rendered continuous service of not less than five years on superannuation or his retirement or resignation or death or disablement due to accident or disease. The five-year period shall be relaxed in case of termination of service due to death or disablement. Minimum Wages Act, 1948 The Minimum Wages Act, 1948 (“MWA”) came into force with an objective to provide for the fixation of a minimum wage payable by the employer to the employee. Under the MWA, every employer is mandated to pay the minimum wages to all employees engaged to do any work skilled, unskilled, manual or clerical (including out-workers) in any employment listed in the schedule to the MWA, in respect of which minimum rates of wages have been fixed or revised under the MWA. Construction of Buildings, Roads, and Runways are scheduled employments. It prescribes penalties for non-compliance by employers for payment of the wages thus fixed. Maternity Benefit Act, 1961 The Maternity Benefit Act, 1961 provides for leave and right to payment of maternity benefits to women employees in case of confinement or miscarriage etc. The act is applicable to every establishment which is a factory, mine or plantation including any such establishment belonging to government and to every establishment of equestrian, acrobatic and other performances, to every shop or establishment within the meaning of any law for the time being in force in relation to shops and establishments in a state, in which ten or more persons are employed, or were employed, on any day of the preceding twelve months; provided that the state government may, with the approval of the Central Government, after giving at least two months’ notice shall apply any of the provisions of this act to establishments or class of establishments, industrial, commercial, agricultural or otherwise. Equal Remuneration Act, 1976 178 | Pa geThe Equal Remuneration Act 1976 provides for payment of equal remuneration to men and women workers and for prevention discrimination, on the ground of sex, against female employees in the matters of employment and for matters connected therewith. The act was enacted with the aim of state to provide Equal Pay and Equal Work as envisaged under Article 39 of the Constitution. Child Labour Prohibition and Regulation Act, 1986 The Child Labour Prohibition and Regulation Act 1986 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. Employment of Child Labour in our industry is prohibited as per Part B (Processes) of the Schedule. Industrial Disputes Act, 1947 (“ID Act”) and Industrial Dispute (Central) Rules, 1957 The ID Act and the Rules made thereunder provide for the investigation and settlement of industrial disputes. The ID Act was enacted to make provision for investigation and settlement of industrial disputes and for other purposes specified therein. Workmen under the ID Act have been provided with several benefits and are protected under various labour legislations, whilst those persons who have been classified as managerial employees and earning salary beyond prescribed amount may not generally be afforded statutory benefits or protection, except in certain cases. Employees may also be subject to the terms of their employment contracts with their employer, which contracts are regulated by the provisions of the Indian Contract Act, 1872. The ID Act also sets out certain requirements in relation to the termination of the services of the workman. The ID Act includes detailed procedure prescribed for resolution of disputes with labour, removal and certain financial obligations up on retrenchment. The Industrial Dispute (Central) Rules, 1957 specify procedural guidelines for lock-outs, closures, lay-offs and retrenchment. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 In order to curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and redressal of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace are both defined in the act. Every employer should also constitute an “Internal Complaints Committee” and every officer and member of the company shall hold office for a period of not exceeding three years from the date of nomination. Any aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of female at workplace. Every employer has a duty to provide a safe working environment at workplace which shall include safety from the persons coming into contact at the workplace, organising awareness programs and workshops, display of rules relating to the sexual harassment at any conspicuous part of the workplace, provide necessary facilities to the internal or local committee for dealing with the complaint, such other procedural requirements to assess the complaints. In order to reform labour laws in India, the Government of India has notified four labour codes which are yet to come into force as on the date of this Draft Red Herring Prospectus, namely, (i) the Code on Wages, 2019 which will repeal the Payment of Bonus Act, 1965, Minimum Wages Act, 1948, Equal Remuneration Act, 1976 and the Payment of Wages Act, 1936, (ii) the Industrial Relations Code, 2020 which will repeal the Trade Unions Act, 1926, Industrial Employment (Standing Orders) Act, 1946 and Industrial Disputes Act, 1947, (iii) the Code on Social Security, 2020 which will repeal certain enactments including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions act, 1952, Maternity Benefit Act, 1961, Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and the Payment of Gratuity Act, 1972 and (iv) the Occupational Safety, Health and Working Conditions Code, 2020 which will repeal certain enactments including the Factories Act, 1948, Motor Transport Workers Act, 1961 and the Contract Labour (Regulation and Abolition) Act, 1970. ENVIRONMENT PROTECTION LAWS Environment Protection Act, 1986 (“EP Act”) the Environment Protection Rules, 1986 (“EP Rules”) and the EIA Notification, 2006 (“EIA Notification”) The EP Act is the umbrella legislation in respect of the various environmental protection laws in India. Under the EP Act, the Government of India is empowered to take any measure it deems necessary or expedient for protecting and improving the quality of the environment and preventing and controlling environmental pollution. This includes rules for, inter alia, laying down standards for the quality of environment, standards for emission of discharge of environment pollutants from various sources, as provided under the EP Rules, 1986, inspection of any premises, plant, equipment, machinery, examination of manufacturing processes and materials likely to cause pollution. Penalties for violation of the EP Act include fines up to ₹100,000 or imprisonment of up to five years, or both. The imprisonment can extend up to seven years if the violation of the EP Act continues beyond a period of one year after the date of conviction. There are provisions with respect to certain compliances by persons handling hazardous substances, furnishing of information to the authorities in certain cases, establishment of environment laboratories and appointment of government analysts. 179 | Pa geThe responsibility of primary environmental oversight authority is given to the Ministry of Environment and Forest (“MoEF”), the Central Pollution Control Board and the State Pollution Control Board (“SPCB”). Additionally, under the EIA Notification and its subsequent amendments, projects are required to mandatorily obtain environmental clearance from the concerned authorities depending on the potential impact on human health and resources. In addition, the MoEF also looks into Environment Impact Assessment (“EIA”), wherein it assesses the impact that proposals for expansion, modernization and setting up of projects would have on the environment before granting clearances. The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) The Water Act mandates that previous consent of the SPCB be taken before establishing any industry, operation or process, or any treatment and disposal system or an extension or addition thereto, which is likely to discharge waste or trade effluents into a stream, well, sewer or onto land, bring into use any new or altered outlet for the discharge of sewage, or begin to make any new discharge of sewage. The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) The Air Act was enacted for the prevention, control and abatement of air pollution. The relevant State Government may declare any area as an “air pollution control area” and the previous consent of the SPCB is required for establishing or operating any industrial plant in an area so declared. Further, no person operating any industrial plant in any such area is permitted to discharge any air pollutant in excess of the standard laid down by the SPCB. The persons managing industry are to be penalized if they produce emissions of air pollutants in excess of the standards laid down by the SBCB. The SPCB may also apply to the Court to restrain persons causing air pollution. Whoever contravenes any of the provisions of the Air Act or any order or direction issued is punishable with imprisonment for a term which may extend to 3 months or with a fine of ₹10,000 or with both, and in case of a continuing offence, with an additional fine which may extend to ₹5,000 for every day during which such contravention continues after initial conviction. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”) The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste. Under the Hazardous Waste Rules, “hazardous waste”, inter alia, means any waste which by reason of characteristics such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger or is likely to cause danger to health or environment, whether alone or in contact with other wastes or substances. Every occupier and operator of a facility generating hazardous waste must obtain authorization from the relevant state pollution control board. Further, the occupier, importer or exporter is liable for damages caused to the environment or third party resulting from the improper handling and management and disposal of hazardous waste and must pay any financial penalty that may be levied by the respective state pollution control board. The Manufacture, Storage and import of Hazardous Chemical Rules, 1989 (“Rules”) The Rules are formulated under the Environment (Protection) Act, 1986. The Rules are applicable to an industrial activity in which a hazardous chemical which satisfies certain criteria as listed in the schedule thereto, and to an industrial activity in which there is involved a threshold quantity of hazardous chemicals as specified in the schedule thereto. The occupier of a facility where such industrial activity is undertaken has to provide evidence to the prescribed authorities that he has identified the major accident hazards and that he has taken steps to prevent the occurrence of such accident and to provide to the persons working on the site with the information, training and equipment including antidotes necessary to ensure their safety. Where a major accident occurs on a site or in a pipeline, the occupier shall forthwith notify the concerned authority and submit reports of the accident to the said authority. Furthermore, an occupier shall not undertake any industrial activity unless he has submitted a written report to the concerned authority containing the particulars specified in the schedule to the Rules at least 3 months before commencing that activity or before such shorter time as the concerned authority may agree. Solid Waste Management Rules, 2016 Solid Waste Management Rules (SWM), 2016,was announced by the Union Ministry of Environment, Forests, and Climate Change. These will replace the Municipal Solid Wastes (Management and Handling) Rules, 2000,which have been in effect for the previous 16 years. Waste management refers to the tasks and procedures necessary to control waste from its inception through its disposal. This covers garbage collection, transport, treatment, and disposal in addition to monitoring and regulation. TAX LAWS Income-tax Act, 1961 (“Income Tax Act”) Income tax is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of the Income Tax Act or rules made thereunder depending upon its “Residential Status” and “Type of Income” involved. The Income Tax Act provides for the taxation of persons resident in India on global income and persons not resident in India on income received, accruing 180 | Pa geor arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income tax under the Income Tax Act is required to comply with the provisions thereof, including, but not limited to, those relating to tax deduction at source, advance tax and minimum alternative tax. In 2019, the Government also passed an amendment to the Income Tax Act pursuant to which concessional rates of tax are offered to a few domestic companies and new manufacturing companies. Goods and Service Tax (“GST”) GST is an indirect tax applicable throughout India which replaced multiple cascading taxes levied by central and state governments. GST is levied as dual GST separately but concurrently by the Union (central tax – CGST) and the States (including Union Territories with legislatures) (State tax – SGST) or Union Territories without legislatures (Union territory tax – UTGST). The Parliament has exclusive power to levy GST (integrated tax IGST) on inter-State trade or commerce (including imports) in goods or services. GST was introduced by the enactment of the Constitution (One Hundred and First Amendment) Act, 2017, following the passage of the Constitution (One Hundred and Twenty-Second Amendment) Bill, 2014 by the Parliament. The GST is governed by a GST council whose chairman is the Finance Minister of India. Central Goods and Services Tax Act, 2017 (“CGST Act”) The CGST Act regulates the levy and collection of tax on the intra-State supply of goods and services by the Central Government or State Governments. The CGST Act amalgamates a large number of Central and State taxes into a single tax. The CGST Act mandates every supplier providing the goods or services to be registered within the State or Union Territory it falls under, within 30 days from the day on which he becomes liable for such registration. Such registrations can be amended, as well as cancelled by the proper office on receipt of application by the registered person or his legal heirs. The Integrated Goods and Services Tax Act, 2017 (“IGST Act”) The IGST Act regulates the levy and collection of tax on the inter-State supply of goods and services by the Central Government or State Governments. It also includes the import and export of goods and services. The IGST Act mandates every supplier providing the goods or services to be registered within the State or the Union Territory it falls under, within 30 days from the day on which they become liable for such registration. The Customs Act, 1962 (“Customs Act”) The Customs Act regulates import of goods into and export of goods from India by providing for levy and collection of customs duties on goods in accordance with the Customs Tariff Act, 1975. Any company requiring to import or export goods is first required to ger registered under the Customs Act and obtain an ‘Importer Exporter Code’ in accordance with the Foreign Trade Act. Customs duties are administered by the Central Board of Indirect Tax and Customs under the Ministry of Finance. The Customs Act also provides for the interest on levy of or exemption of customs duty. In accordance with the provisions of the Customs Act, the clearance of imported goods and export does not apply to baggage and goods imported or to be exported by post. GENERAL CORPORATE AND OTHER ALLIED LAWS Apart from the above list of laws which are inclusive in nature and not exhaustive, general laws such as the Indian Contract Act, 1872, Specific Relief Act, 1963, Negotiable Instruments Act, 1881, Transfer of Property Act, 1882, Indian Stamp Act, 1899, the Registration Act, 1908, Sale of Goods Act, 1930, Consumer Protection Act, 1986, the Competition Act, 2002, the Companies Act, 2013, Insolvency and Bankruptcy Code, 2016, as amended, and other applicable laws and regulations imposed by the Central and State Governments and other authorities for our day-to-day business and operations 181 | Pa geHISTORY AND CORPORATE STRUCTURE COMPANY’S BACKGROUND Our Company was originally incorporated as “Asston Pharmaceuticals Private Limited”, a private limited company under Companies Act, 2013, pursuant to a certificate of incorporation dated April 16, 2019 issued by Registrar of Companies, Mumbai, Maharashtra. Thereafter, our Company was converted into a public limited company and the name of our Company was changed from “Asston Pharmaceuticals Private Limited” to “Asston Pharmaceuticals Limited” vide fresh certificate of incorporation dated August 29, 2024 issued by the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identification Number of our Company is U24304MH2019PLC324187. REGISTERED OFFICE Except as provided below, there have been no changes in the registered office of our Company: Effective Date of Details of change in the address of the Registered Office Reason for change Change July 10, 2024 Office No. B-225, Balaji Bhavan, Plot No 42A, Sector-11, For the purpose of administrative convenience. CBD Belapur, Navi Mumbai -400614, Maharashtra, India. Present Address of Registered Office 4th Floor, Office No A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane - 400614, Maharashtra, India. MAIN OBJECTS OF OUR COMPANY The object clauses of the Memorandum of Association of our Company enable us to undertake the activities for which the funds are being raised in the present Issue. Furthermore, the activities of our Company which we have been carrying out until now are in accordance with the objects of the Memorandum. The main object of our Company is: 1. To carry on in India or elsewhere the business to manufacture, process, prepare, treat, disinfect, compound, formulate, mix, concentrate, pack, repack, refine, add, remove, pure, preserve, grade, freeze, distillate, boil sterilize, improve, extract, buy, sell, resale, import, export, barter, transport, store, forward, distribute, dispose, develop, market, supply of blister pack or bubble pack or sachets for placing capsules, tablets, powders; tubes for ointments, bottles for dry syrups, oral liquids, ingestible, pills, fluids, granules, sprayers, inhalers, mineral waters; droppers, removers, herbal products, their by-products, Intermediates, residues, mixtures and compounds and act as agent, broker, representative, consultant, collaborator, stockiest, liasioner, middlemen, job worker, or otherwise to deal in all types, descriptions, specifications, strengths and applications of pharmaceutical, cosmetics, food products and chemical products of medicaments used for treatment, cure and healthcare of human beings and animals including, basic drugs, intermediaries, tonics, antibiotics, enzymes, Steroids, vitamins, hormones, biological and immunological chemicals, contraceptives, yeasts, diagnostic agents, oils and tinctures. AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION The following changes have been made in the Memorandum of Association of our Company since incorporation: Date of the Meeting Meeting Nature of Amendment March 26, 2022 EGM Increased in Authorised Capital The Authorized Share Capital was increased from ₹10,00,000/- divided into 1,00,000 Equity Shares of ₹10/- each to ₹1,00,00,000/- divided into 10,00,000 Equity Shares of ₹10/- each vide Shareholders’ Resolution dated March 26, 2022. June 17, 2024 EGM Alteration in Name clause pursuant to Conversion of Company Change in the name clause from “Asston Pharmaceuticals Private Limited” to “Asston Pharmaceuticals Limited”. September 20, 2024 EGM Increased in Authorised Capital The Authorized Share Capital was increased from ₹1,00,00,000/- divided into 10,00,000 Equity Shares of ₹10/- each to ₹11,00,00,000/- divided into 1,10,00,000 Equity Shares of ₹10/- each vide Shareholders’ Resolution dated September 20, 2024. AUTHORIZED CAPITAL The following changes have been made in the Authorized Capital of our Company since its inception: 182 | Pa geDate of Amendment Particulars On Incorporation Authorized capital as ₹10.00 Lakhs. March 26, 2022 Increased from ₹ 10.00 Lakhs to ₹100.00 Lakhs September 20, 2024 Increased from ₹ 100.00 Lakhs to ₹1,100.00 Lakhs MAJOR EVENTS There are no major events in the company since its incorporation except as mentioned below. Year Key Events/Milestone/ Achievement 2019 Incorporation of our Company viz. “Asston Pharmaceuticals Private Limited” under the guidance and leadership of Dr. Ashish Narayan Sakalkar and Mrs. Saili Jayaram More. 2019 Our Company obtained Trade and Export Licenses for 3 major west African Countries namely Sierra Leone, Ghana and Liberia. 2020 Our Company obtained registered trademarks in both India and abroad for multiple products, enhancing its images as a pharmaceutical brand in late 2020. 2021 Our Company crossed the turnover of 10 cr turnover mark in 2021, less than two years since inception. 2022 Established our Manufacturing unit in Mumbai which is one of our Company’s achievement making us an independent and reliable supplier. 2023 Our Company has successfully ventured into other African countries and is expected to receive registration from Asian markets like Cambodia and Vietnam. 2024 Conversion of our Company from Private Limited to Public Limited Company. OTHER DETAILS REGARDING OUR COMPANY For information on our activities, services, growth, technology, marketing strategy, our standing with reference to our prominent competitors and customers, please refer to sections titled “Business Overview”, “Industry Overview” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page no. 148, 130 and 213 respectively of this Draft Red Herring Prospectus. For details of our management and managerial competence and for details of shareholding of our Promoter, please refer to sections titled “Our Management” and “Capital Structure” beginning on page 185 and 82 respectively of this Draft Red Herring Prospectus. RAISING OF CAPITAL IN FORM OF EQUITY OR DEBT For details regarding our capital raising activities through equity and debt, please see the section entitled “Capital Structure” and “Financial Statements as Restated” on page nos. 82 and 207 respectively of this Draft Red Herring Prospectus. DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/BANKS AND CONVERSION OF LOAN INTO EQUITY There have been no defaults or rescheduling of borrowings with financial institutions/banks in respect of our current borrowings from lenders. None of our outstanding loans have been converted into equity shares. SUBSIDIARIES/HOLDINGS OF THE COMPANY As on the date of this Draft Red Herring Prospectus Our company doesn’t have any Subsidiary Company or Holding Company. RAISING OF CAPITAL IN FORM OF EQUITY For details of increase in equity capital of our company, please refer section “Capital Structure” on page 82 of this Draft Red Herring Prospectus. INJUCTION AND RESTRAINING ORDER Our company is not under any injunction or restraining order, as on date of filing of this Draft Red Herring Prospectus. MANAGERIAL COMPETENCE For managerial Competence, please refer to the section “Our Management” on Page 185 of this Draft Red Herring Prospectus. 183 | Pa geMATERIAL ACQUISITIONS/AMALGAMATIONS/MERGERS/REVALUATION OF ASSETS/DIVESTMENT OF BUSINESS/UNDERTAKING IN LAST TEN YEARS There has been no Material Acquisitions / Amalgamations / Mergers / Revaluation of Assets / Divestment of Business/Undertaking in last ten years. TOTAL NUMBER OF SHAREHOLDERS OF OUR COMPANY As on the date of filing of this Draft Red Herring Prospectus, the total numbers of equity shareholders are 104. For more details on the shareholding of the members, please see the section titled “Capital Structure” beginning on page 82 of this Draft Red Herring Prospectus. SHAREHOLDERS’ AGREEMENTS Our Company has not entered into any shareholder’s agreement as on the date of filing this Draft Red Herring Prospectus. OTHER AGREEMENTS As on the date of this Draft Red Herring 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 as on the date of this Draft Red Herring Prospectus. JOINT VENTURE AGREEMENTS Our Company has not entered into any Joint Venture Agreement as on the date of this Draft Red Herring Prospectus. COLLABORATION AGREEMENTS Our Company has not entered into any collaboration agreement as on the date of this Draft Red Herring Prospectus. STRATEGIC PARTNERS Our Company is not having any strategic partner as on the date of filing this Draft Red Herring Prospectus. FINANCIAL PARTNERS Our Company has not entered into any financial partnerships with any entity as on the date of filing of this Draft Red Herring Prospectus. DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/BANKS: There have been no defaults or rescheduling of borrowings with any financial institutions/banks as on the date of the Draft Red Herring Prospectus. OTHER AGREEMENTS: i. Non-Compete Agreement: Our Company has not entered into any Non-Compete Agreement as on the date of filing of this Draft Red Herring Prospectus. ii. Joint Venture Agreement: Our Company has not entered into any Joint Venture Agreement as on the date of filing of this Draft Red Herring Prospectus. 184 | Pa geOUR MANAGEMENT BOARD OF DIRECTORS Under Articles of Association of our Company, the number of directors shall not be less than 3 (three) and not be more than 15 (Fifteen), subject to the applicable provisions of the Companies Act, 2013. As of the date of this Draft Red Herring Prospectus, our Company has 5 (Five) Directors on the Board, 1 (One) as Managing Director, 1 (One) Whole Time Director, 1 (One) Non- Executive Director and 2 (Three) as Non-Executive Independent Directors. Set forth below are details regarding the Board of Directors as on the date of this Draft Red Herring Prospectus. Name, Age, Designation, Address, Occupation, Other Directorships / Nationality, DIN and Term Date of Appointment / Reappointment Designated Partners Dr. Ashish Narayan Sakalkar Appointed as Director of the Company Companies: w.e.f. April 16, 2019. DOB: May 30, 1976 1. Ferron Lifecare Private Change in designation as a Managing Limited Age: 48 years Director of the Company for a period of 2. Arient Scientific Private 5 years w.e.f. September 20, 2024. Limited Qualification: Master of Science and PhD Designation: Managing Director Limited Liability Partnership: Address: C-402, Siddheshwar Palms CHS, NIL Kalyan Shil Road, Desai Naka, Khidkali, Kalyan, Thane - 421 204, Maharashtra, India. Occupation: Business Nationality: Indian DIN: 06601011 Term: Appointed as a Managing Director of the Company for a period of 5 years w.e.f. September 20, 2024. Saili Jayaram More Appointed as a Director at the time of Companies: incorporation of the Company w.e.f. DOB: July 09, 1970 April 16, 2019. NIL Age: 54 years Change in Designation as the Chief Limited Liability Partnership: Executive Officer and Whole-time Qualification: Bachelor of Science, Diploma in Director of the Company for a period of NIL Material Management 5 years w.e.f. October 01, 2024. Designation: Whole-time Director and Chief Executive Officer Address: 201, Shree Sai Sparsh CHS, Plot No. 240, 5th Road, Sector-21, Nerul Node-3, Nerul, Navi Mumbai- 400706, Maharashtra, India Occupation: Business Nationality: Indian DIN: 02691527 Term: Change in Designation as the Chief Executive Officer and Whole-Time Director of the Company for a period of 5 years w.e.f. October 01, 2024. 185 | Pa geName, Age, Designation, Address, Occupation, Other Directorships / Nationality, DIN and Term Date of Appointment / Reappointment Designated Partners Sachin Chandrakant Badakh Appointed as a Non-Executive Director Companies: w.e.f. May 17, 2024. DOB: August 27, 1987 1. Ferron Lifecare Private Limited Age: 37 years 2. Arient Scientific Private Limited Qualification: Bachelor of Pharmacy, Diploma in Pharmacy Limited Liability Partnership: Designation: Non-Executive Director. NIL Address: Flat No. 301, Heramb Apartment, B Wing, New D P Road, Swami Samarth Nagar, Badlapur (East) – 421503, Maharashtra, India Occupation: Business Nationality: Indian DIN: 08685214 Term: Not Liable to retire by rotation Rishabh Kumar Jain Appointed as Non-Executive Companies: Independent Director for a period of 5 DOB: January 10, 1998 years w.e.f September 20, 2024. NIL Limited Liability Partnership: Age: 26 years NIL Qualification: Bachelor of Commerce and Company Secretary Designation: Non-Executive Independent Director. Address: Ward No. 24, Dhobi Pada, Gali No. 1, Baraut, Baghpat, Uttar Pradesh – 250611, India. Occupation: Professional Nationality: Indian DIN: 10611758 Term: Appointed as Non-Executive Independent Director for a period of 5 years w.e.f September 20, 2024. Vijaya E Shahpurkar Appointed as Non-Executive Companies: Independent Director for a period of 5 DOB: November 29, 1979 years w.e.f September 20, 2024. NIL Age: 45 years Limited Liability Partnership: Qualification: Bachelors of Commerce NIL Designation: Non-Executive Independent Director. Address: 550, New Vaddeem, Near Saibaba Temple, Vasco Mormugao, Panaji, South Goa – 403802, India 186 | Pa geName, Age, Designation, Address, Occupation, Other Directorships / Nationality, DIN and Term Date of Appointment / Reappointment Designated Partners Occupation: Professional Nationality: Indian DIN: 10767960 Term: Appointed as Non-Executive Independent Director for a period of 5 years w.e.f September 20, 2024. BRIEF PROFILE OF OUR DIRECTORS Dr.Ashish Narayan Sakalkar, aged 48 years is the Managing Director of our Company. He has completed his Master of Science in the year 2001 from the Department of NMU, Jalgaon and PHD from the JJT University and also Diploma in Regulatory Affair From university of Delhi. He is a Promoter of the Company and was appointed as a director on April 16, 2019. Subsequently, he was appointed as the Managing Director of the company with effect from September 20, 2024 for a period 5 years. He has a good experience in the field of Industrial Chemistry, Quality Assurance and Regulation. He handles the overall business operations of the company and mainly focuses on business expansion, customer acquisition and negotiation with suppliers He possesses a plethora of experience in the field of Quality Assurance and Regulation through his previous roles in the bioequivalent department. His deep rooted experience is backed by his strong educational qualifications with a PhD and an MSc in Industrial Chemistry. He has spent the last 5 years focusing on the development of our manufacturing unit as well as taken care of quality regulations ensuring client retention. Saili Jayaram More, aged 54 years, is the Whole Time Director and Chief Executive Officer (CEO) of our Company. She did Bachelor of Science from University of Bombay in year 1990 and completed Diploma in Material Management. She is a Promoter of the company and was appointed as a Director upon incorporation of the Company w.e.f. April 16, 2019 and subsequently, she was appointed as the Whole Time Director and CEO of the company with effect from October 01, 2024 for a period 5 years. She has overall Experience of above 20 years and previously worked with USV Limited as Deputy General Manager in Supply Chain (Procurement). She continues to utilize her experience from participating in Cost effectiveness programs to ensure our Company’s growth. She has consolidated an experience of over 25+ years in different leadership roles, previously in a large Indian multinational and now here. Equipped with a degree in Chemistry solidified by her further education in Materials Management, She possesses expertise in supply chain management and continues to utilize her experience from participating in cost effectiveness programs to ensure the company's growth. The last four years have seen company succeed in marketing both generic and brand name medicines across continents without any disruptions to the supply chain. Sachin Chandrakant Badakh, aged 37 years is one of the Promoter and was appointed as Non-Executive Director of the Company w.e.f. May 17, 2024. He is a Bachelor of Pharmacy from the University of Mumbai and also completed diploma in Pharmacy. He possesses above 10 years of experience in Pharmaceutical industry and specialised in preparing dossiers suited perfectly to the client and contributing in development, implementation of comprehensive regulatory compliances strategy. He has been the backbone of technical development at our Company. Although the youngest member on the board, he has already amassed an experience of over 10 years in the industry. He specializes in preparing dossiers suited perfectly to the client and country regulations and contribute in developing, implementation of comprehensive Regulatory compliance strategy to meet global market requirement for our products to ensure alignment with our overall business strategy. He also plays a vital role in developing new manufacturing unit as well. He is excited to find newer opportunities for business and looks forward to making our Company a global company. Rishabh Kumar Jain, aged 26 years, is the Non-Executive Independent Director of our Company. He has completed Bachelor of Commerce from Ch. Charan Singh University, Meerut in the year 2017. He is also a Member of Institutes of Company Secretaries of India. He was appointed as the Non-Executive Independent Director of the company with effect from September 20, 2024 for a period 5 years. He is practicing in Rishabh J & Associates from last 3 years. He brings to the Company his work experience in the field of corporate laws, securities laws and corporate governance to guide the Company towards development in the industry. Vijaya E Shahpurkar, aged 44 years, is the Non-Executive Independent Director of our Company. She has completed Bachelor of Commerce from Goa University in the year 2000 and also completed Certification course in Trading and Investment. She was appointed as the Non-Executive Independent Director of our Company with effect from September 20, 2024 for a period 5 years. She has overall experience of above 15 years in Accounts. She has worked with various organizations and has experience in the field of Accounts. 187 | Pa geCONFIRMATIONS As on date of this Draft Red Herring Prospects:  None of the Directors and Key Managerial Personnel of our Company are related to each other as per Section 2(77) of the Companies Act, 2013.  There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors were selected as a director or member of senior management.  The directors of our Company have not entered into any service contracts with our Company which provides for benefits upon termination of employment.  None of the Directors are categorized as a willful defaulter or a fraudulent borrower, as defined under Regulation 2(1) (lll) of SEBI ICDR Regulations.  None of our Directors are or were directors of any listed Company whose shares have been/were suspended from trading by any of the stock exchange(s) during his/her tenure in that Company in the last five years or delisted from the stock exchange(s) during the term of their directorship in such companies.  None of our Directors have been declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations, nor have been declared as a ‘fugitive economic offender’ under Section 12 of the Fugitive Economic Offenders Act, 2018.  None of the Promoters or Directors has been or is involved as a promoters or director 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.  No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce them to become or to help them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which he is interested, in connection with the promotion or formation of our Company.  None of the Directors and KMPs are related to the Book Running Lead Manager appointed for this Issue in any manner. DETAILS OF BORROWING POWERS Pursuant to a Special Resolution passed at an Extra-Ordinary General Meeting of our Company held on September 20, 2024 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company are authorized to borrow monies from time to time, with or without security, any sum or sums of money, on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of 20,000 Lakhs. REMUNERATION / COMPENSATION TO OUR DIRECTORS Dr. Ashish Narayan Sakalkar Dr. Ashish Narayan Sakalkar, was appointed as the Director of the Company on April 16, 2019. Subsequently, his designation was changed to the Managing Director of our Company in the Board Meeting dated August 26, 2024, and in the Extra Ordinary Meeting dated September 20, 2024 of the Company for a period of five years. The details of his remuneration for a period of 5 years are as stated below: SALARY & OTHER BENEFITS: Tenure of Remuneration Five (5) years with effect from September 20, 2024. Salary inclusive of all allowance ₹2,50,200/- (Rupees Two Lakh Fifty Thousand Two-Hundred Only) per month. The and incentives Managing Director shall be entitled to such increment from time to time as the board may by its discretion determine subject to the limit set out in Schedule V of Companies Act, 2013. 188 | Pa geOther benefits The director shall be entitled to reimbursement of expenses as decided by the Board of Directors of the Company from time to time. Minimum Remuneration The aggregate of the remuneration and perquisites as aforesaid, in any financial year shall not exceed the limit set out under section 197 and 198 read with Schedule V and other applicable provision of companies act 2013 or any other modification or re-enactment thereof for the time being in force, or otherwise as may be permissible at law. Provided that where in any financial year, the company has no profit or its profit are inadequate, the company shall pay the above salary and allowances and provide the perquisites and other amenities as aforesaid to the Chairman and Managing Director as and by way of minimum remuneration, subject to applicable provision of Schedule V of the act and the approval of the central Government, if required or any other approval as may be required under law. Saili Jayaram More Saili Jayaram More was the Director of the Company since the time of incorporation i.e., April 16, 2019. Thereafter, herdesignation was changed and he was appointed as the Whole Time Director in the Board Meeting dated September 06, 2024and CEO of our Company in the Board Meeting dated October 01, 2024, and in the Annual General Meeting dated September 30, 2024 of the Company for a period of five years. The details of his remuneration for a period of five years, are as stated below: SALARY AND OTHER BENEFITS: Tenure of Remuneration Five (5) years with effect from October 01, 2024. Salary inclusive of all allowance ₹2,50,200/- (Rupees Two Lakh Fifty Thousand Two-Hundred Only) per month. The Whole- and incentives Time Director shall be entitled to such increment from time to time as the board may by its discretion determine subject to the limit set out in Schedule V of Companies Act, 2013. Other benefits The director shall be entitled to reimbursement of expenses as decided by the Board of Directors of the Company from time to time. Minimum Remuneration The aggregate of the remuneration and perquisites as aforesaid, in any financial year shall not exceed the limit set out Under Section 197 and 198 read with Schedule V and other applicable provision of Companies Act, 2013 or any other modification or re-enactment thereof for the time being in force, or otherwise as may be permissible at law. Provided that where in any financial year, the company has no profit or its profit are inadequate, the company shall pay the above salary and allowances and provide the perquisites and other amenities as aforesaid to the Whole-time Director as and by way of minimum remuneration, subject to applicable provision of Schedule V of the act and the approval of the Central Government, if required or any other approval as may be required under law. The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to the provisions of Section 2(54), Section 2(94), Section 188, Section 196, Section 197, Section 198 and Section 203 and any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, for the time being in force). Remuneration paid for F.Y. 2023-24, the directors have been paid gross remuneration as follows: (₹ in Lakh) Sr. No Name of the Director Remuneration paid 1. Dr. Ashish Narayan Sakalkar* 2,50,200 2. Saili Jayaram More** 2,50,200 Total * Change in designation to Managing Director of the Company w.e.f. September 20, 2024. ** Change in designation to Whole-time Director and CEO of the Company w.e.f. October 01, 2024. SITTING FEES Pursuant to the Resolution passed by the Board of Directors of our Company on August 26, 2024, the Non-Executive Independent Directors of our Company would be entitled to a sitting fee of ₹10,000/- for attending every meeting of Board and committees thereof. 189 | Pa geREMUNERATION PAID OR PAYABLE TO OUR DIRECTORS BY OUR SUBSIDIARY OR ASSOCIATES As on the date of this Draft Red Herring Prospectus, we do not have any other Subsidiary. PAYMENT OF BENEFITS (NON-SALARY RELATED) Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given to any of our directors except the remuneration for services rendered and/or sitting fees as Directors. CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS There is no contingent or deferred compensation payable to our directors, which does not form part of their remuneration. BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS None of the Directors are party to any bonus or profit-sharing plan of our Company. SHAREHOLDING OF OUR DIRECTORS Our Articles of Association do not require our directors to hold any qualification shares. The details of the shareholding of our Directors as on the date of this Draft Red Herring Prospectus are as follows: Sr. No. Name of the Director No. of Equity %of Pre-Issue % of Post-Issue Capita; Shares Capital 1. Dr. Ashish Narayan Sakalkar 18,52,856 29.54% [●] 2. Saili JayaramMore 18,52,856 29.54% [●] 3. Sachin Chandrakant Badakh 6,25,968 9.98% [] INTEREST OF OUR DIRECTORS All our directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of our Board or Committees thereof payable to them. Further our directors may be deemed to be interested to the extent of shareholding held by them in our Company or held by the entities in which they are associated as directors or partners, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Issue and any dividend and other distributions payable in respect of such Equity Shares. For the shareholding of the Directors, please refer chapter titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. Further, relatives of certain of our directors are also shareholders and / or employees of our Company and may be deemed to be interested to the extent of the payment of remuneration made by our Company and dividends declared on the Equity Shares held by them, if any. For the payments that are made by our Company to such relatives of the Directors, see “Restated Standalone Financial Statements – Annexure 28- Related Party Transactions” beginning on page 207 of this Draft Red Herring Prospectus. Except mentioned in the Restated Financial Statements, no loans have been availed or extended by our directors from or to, our Company. No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members, in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or otherwise for services rendered by them by such firm or company, in connection with the promotion or formation of our Company. Except as stated in the heading titled “Properties” under the chapter titled “Business Overview”, beginning on page 148 of this Draft Red Herring Prospectus, none of our directors have interest in any property acquired or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Except as stated in the chapter titled “Business Overview” and “Restated Financial Statements” beginning on page 148 and 207 of this Draft Red Herring Prospectus respectively and to the extent of shareholding in our Company, if any, our directors do not have any other business interest in our Company. Except Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh, who are the Promoters of our Company, none of the other Directors are interested in the promotion of our Company. 190 | Pa gePOLICIES ADOPTED BY OUR COMPANY Our Company has adopted the following policies: • Policy on Code of Conduct for Directors and Senior Management. • Policy of Audit Committee. • Policy of Nomination and Remuneration Committee. • Policy of Stakeholder Relationship Committee. • Policy on Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information. • Policy on Disclosure and Internal Procedure for Prevention of Insider Trading. • Policy on Whistle Blower and Vigil Mechanism. • Policy on Related Party Transactions (RPT). • Policy for Preservation of Documents and Archival of Documents. • Policy for Prevention of Sexual Harassment. • Policy on Materiality for Disclosures of events to Stock Exchanges. • Policy on Code of Independent Directors and Familiarization of Independent Director. • Policy for identification of Materiality of outstanding Litigations involving Company, its subsidiary, Directors, Promoter and other Group Company. CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS Sr. No. Name of the Director Date of Reason for Change Appointment/Change in Designation 1. Sachin Chandrakant Badakh May 17, 2024 Appointment as Non-Executive Director 2. Dr. Ashish Narayan Sakalkar September 20, 2024 Change in Designation to Managing Director of our Company. 3. Rishabh Kumar Jain September 20, 2024 Appointed as Non-Executive Independent Director of our Company. 4. Vijaya E Shahapurkar September 20, 2024 Appointed as Non-Executive Independent Director of our Company. 5. Saili Jayaram More October 01, 2024 Appointed as the Whole-time Director and Chief Executive Director of the Company of our Company. ORGANISATION STRUCTURE 191 | Pa geOrganisation Structure Sachin Vijaya E Ashish Sakalkar Saili More Chandrakant Rishabh Jain Shahpurkar Managing Director - Chairman and Executive Badakh Non-Executive Non-Executive KMP Director Non-Executive Independent Director Independent Director Director Vandana Mishra Chief Financial Officer Company Secretary & -KMP Compliance Officer -KMP [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 192 | Pa geCORPORATE GOVERNANCE We are in compliance with the requirements of the Companies Act in respect of corporate governance including constitution of the Board and committees thereof. Further, conditions of corporate governance as stipulated in Regulation 17 to 27 of the SEBI LODR Regulations is not applicable to our company in terms of the Regulation 15(2)(b) of the SEBI LODR Regulations. Our Board has been constituted in compliance with the Companies Act. The Board functions either as a full board or through various committees constituted to oversee specific functions. Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealing with our stakeholders, emphasis on communication and transparent report. Our Board functions either as a full Board or through the various committees constituted to oversee specific operational areas. As on the date of this Draft Red Herring Prospectus, our Company has 5 (Six) Directors on the Board, 1 (One) as Managing Director, 1 (One) Whole Time Director, 1 (One) Non- Executive Director and 2 (Two) as Non-Executive Independent Directors. COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors presently has four (4) committees which have been constituted/ re-constituted in accordance with the relevant provisions of the Companies Act: (i) Audit Committee, (ii) Stakeholders’ Relationship Committee, (iii) Nomination and Remuneration Committee, and (iv) Internal Complaints Committee. Audit Committee. Our Board has constituted the Audit Committee vide Board Resolution dated October 01, 2024 which was in accordance with Section 177 of the Companies Act, 2013. The audit committee comprises of: Name of the Member Nature of Directorship Designation in Committee Mr. Rishabh Kumar Jain Non-Executive Independent Director Chairperson Ms. Vijaya Eknath Shahapurkar Non-Executive Independent Director Member Mr. Sachin Chandrakant Badakh Non Executive Director Member The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee. A. Powers of Audit Committee The Audit Committee shall have the following power 1. Investigate any activity in the Company within its terms of reference. 2. Seek any information that is required from any employee of the Company, and all employees have been directed to cooperate with any request made by the Audit Committee. 3. Obtain outside legal or independent professional advice. 4. Invite other Directors, Officers of the Company/ subsidiary company(ies), representative of Internal Auditor, Statutory Auditor, or any other person to attend any meeting of the Audit Committee as ‘Invitee’ from time to time, as and when required. 5. Delegate any function as mentioned in Clause 4 above to one or more sub-Committee(s), employee(s), officer(s), representative(s), consultant(s), professional(s), agent(s) etc., whenever. B. Role of the Audit Committee The role of the audit committee shall include the following: 1. changes, if any, in accounting policies and practices and reasons for the same; 2. major accounting entries involving estimates based on the exercise of judgment by management; 3. significant adjustments made in the financial statements arising out of audit findings 4. compliance with listing and other legal requirements relating to financial statements; 193 | Pa ge5. disclosure of any related party transaction and key roles & responsibilities of the Audit Committee shall, inter-alia, include the following: 6. Financial Statements  Oversee the Company’s financial reporting process and the disclosure of its financial information, to ensure that the financial statements are correct, sufficient and credible.  Review, with the management, the quarterly financial statements before submission to the Board for approval.  Review, with the management, the Annual Financial Statements and Auditor's Report thereon, before submission to the Board for approval, with particular reference to the following:  matters required to be included in the Director’s responsibility statement, included in the Board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; ons; and (vii) modified opinion(s) in the draft audit report. 7. Review of: management discussion and analysis of financial condition and results of operations; the financial statements, in particular the investments, if any, made by unlisted subsidiary companies. 8. Auditors and Audit: Consider and recommend to the Board, the appointment (including filling of a casual vacancy), resignation, dismissal, remuneration and terms of appointment (including others: 9. Approve the appointment, re-appointment & removal of Chief Financial Officer after assessing the qualifications, experience and background etc. of the candidate. 10 . Appointment of Registered Valuer and fixation of terms & conditions in relation thereto. 11. Prior approval of all transactions with related party(ies), subsequent modifications (including material modifications) of transactions with related parties and review of the statement of related party transactions with specific details of the transactions. 12. Monitor and review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), quarterly statement of deviations, if any, the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. 13. Review and scrutinize the inter-corporate loans & investments. Meeting of Audit Committee and Relevant Quorum. 1. The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two consecutive meetings. 2. The quorum for the meeting of Audit Committee shall be two members or one third of the total members of Audit Committee, whichever is greater, subject to presence of at least two Independent Directors. 3. The Chairperson of the Audit Committee shall, after Audit Committee meeting, brief the Board on discussions and decisions at such meeting in summary form. Stakeholders’ Relationship Committee. Our Board has constituted the Stakeholders’ Relationship Committee vide Board Resolution dated October 01, 2024 pursuant to Section 178 of the Companies Act, 2013. The Stakeholder’s Relationship Committee comprises of: Name of the Member Nature of Directorship Designation in Committee Mr. Sachin Chandrakant Badakh Non-Executive Director Chairperson Ms. Vijaya Eknath Shahapurkar Non-Executive Independent Director Member Mr. Rishabh Kumar Jain Non-Executive Independent Director Member 194 | Pa geThe Company Secretary of the Company will act as the Secretary of the Committee. The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders’ Relationship Committee of our Company include: 1. Approval of issue of duplicate certificates for securities and transmission of securities. 2. Resolving the grievances of the security holders of the Company 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. 3. Review of measures taken for effective exercise of voting rights by shareholders. 4. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent. 5. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company. 6. Oversee the statutory compliance relating to all securities including dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund. 7. Review of movements in shareholding and ownership structures of the Company. 8. Conduct a Shareholder Satisfaction Survey to judge the level of satisfaction amongst shareholders. 9. Suggest and drive implementation of various investor-friendly initiatives. 10. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notificatio amendment or modification as may be applicable. Meeting of Stakeholders’ Relationship Committee and Relevant Quorum 1. The Committee shall meet at least once in a year or as an when required. However, 2 to 3 meetings during the year are recommended. 2. The Committee may invite company executives, R&T agency officers and Securities Auditors basis an invite from the Committee Chairman. 3. While invitees to the Committee shall have a right to be heard in the meetings, they shall not have a right to vote. The right to vote shall vest only with the members of the Committee. Nomination and Remuneration Committee. Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated October 01, 2024 pursuant to section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of: Name of the Member Nature of Directorship Designation in Committee Ms. Vijaya Eknath Shahapurkar Non-Executive Independent Director Chairperson Mr. Rishabh Kumar Jain Non-Executive Independent Director Member Mr. Sachin Chandrakant Badakh Non-Executive Director Member The Company Secretary of our Company acts as the Secretary to the Committee. The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following: 1. assist the Board in discharging its responsibilities relating to compensation of the Company's directors and key managerial personnel; 2. evaluate and approve the adequacy of the compensation plans, policies, programs and succession plans for Company's executive directors and senior management (including recommending to the Board the appointment and removal of senior 195 | Pa gemanagement; 3. formulate the criteria for determining qualifications, positive attributes and independence of a director and for performance evaluation of independent directors on the Board; 4. oversee the Company's nomination process for the top level management and identify, screen and review individuals qualified to serve as executive directors, non-executive directors, independent directors and senior management consistent with criteria approved by the Board; 5. recommend appointment and removal of directors to the Board, for approval at the annual meeting of shareholders; 6. carry out evaluation of the performance of the Board ; 7. recommend to the Board a policy, relating to the remuneration of the Company’s directors, key managerial personnel and other employees;. The purpose and responsibilities of the committee shall include such other items as may be prescribed by applicable law or by the Board in compliance with applicable law from time to time. Meeting of Nomination and Remuneration Committee and Relevant Quorum 1. The committee shall meet at least four times a year at such times and places as it deems necessary to fulfill its responsibilities. 2. The committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. 3. The committee shall make regular reports to the Board regarding its actions and make recommendations to the Board as appropriate. 4. The committee shall prepare such reports as may be required by any law, rule or regulation to which the Company is subject. 5. The committee may invite such members of management to its meetings as it deems appropriate. However, the committee shall meet regularly without such members present, and the MD and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined Internal Complaint Committee. This policy has been framed in accordance with the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules framed thereunder (hereinafter “the Act”). Accordingly, while the policy covers all the key aspects of the Act, for any further clarification reference shall always be made to the Act and the provisions of the Act shall prevail. If any aspect relating to sexual harassment not explicitly covered in this policy is provided for by the law, then the law will be applicable. In case of any conflict between the policy and the law, the law will prevail. This policy provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it. The Internal Complaint Committee comprises of: Name of the Member Nature of Directorship Designation in Committee Ms. Saili Jayram More WTD & CEO Presiding Officer Ms. Pragya Jain Practicing Company Secretary External Member Ms. Poonam Sawant Production Co-ordinator Member Ms. Rosh ni Shelar Packing Department Member Ms. Rohin i Sawant Packing Department Member The scope of Internal C omplaint Committee shall include but shall not be restricted to the following: This Policy extends to all employees of the Company and is deemed to be incorporated in the service conditions of all employees of the Company in India. Local country laws will take precedence over this policy, in other geographies, if applicable KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL 196 | Pa geOur Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are permanent employees of our Company. Below are the details of the Key Managerial Personnel and senior management of our Company: Key Managerial Personnel of our Company: Dr. Ashish Narayan Sakalkar is the Managing Director of the Company and Saili Jayaram More is the Whole Time Director and Chief Executive Officer of the Company. For detailed profile, see para, “Brief Profile of our Directors” beginning on page no.200 of this Draft Red Herring Prospectus. Vandana Mishra, aged 35 years, is the Company Secretary and Compliance Officer of our Company with effect from September 20, 2024. She has completed Company Secretary Course by the Institute of Companies Secretaries of India and became an Associate member of the Institute of Companies Secretaries of India in the year 2021. She has 2 years of experience in the fields of Statutory and Regulatory Compliance. She was previously working with M V Marketing and Sales Pvt Ltd as Executive – Company Secretary. Being the Company Secretary and Compliance Officer of the Company, she is responsible for looking after the compliance of the company and guiding the Board of Directors with respect to various applicable laws. Deven Manohar Patil, aged 29 years, is the Chief Financial Officer (CFO) of our Company. He has been associated with our company since October 20, 2024. He is having around 6 (six) years of experience as Senior Accountant and audit assistant from May 02, 2018 to October 19, 2024 in C.M. Sane & Co. Chartered accountants. As the CFO of our company, he oversees critical activities such as financial planning, cash flow management, and risk mitigation to align financial strategies with the company’s goals. His responsibilities include producing timely financial reports, advising on strategic decisions like market expansion and investment opportunities, and ensuring regulatory compliance. By managing the company’s capital structure and leveraging scenario modeling, he contributes to its financial health and long-term success. Senior Managerial Personnel of our Company: In addition to the above, the details of our other Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this Draft Red Herring Prospectus are set forth below: Poonam Sawant, aged 30 years, is the Supply chain Incharge of our company. She has been associated with our Company since Dec -2023. She is looking after the purchase of raw materials/ Packaging materials required at variance manufacturing location on a day to day basis. She also takes care of logistics in Supply chain, documentation required for container clearance procedure in customs. Satyajit R Mahajan, aged 45 years, is the Head Production of our Company. He holds Bachelor of pharmacy degree from Pune University and is having experience in this industry for more than 15 years. He has been associated with our company since January, 2024. He is in charge of operational oversight, customer relationship management and continuous improvement and innovation to drive business success and adapt to changing market conditions and is also responsible for overseeing the success of the manufacturing within the company. His role involves planning, coordinating, and controlling the manufacturing processes to ensure that goods are produced efficiently, on time, within budget, and to the required quality standards. He also oversee training, managing, and motivation of the production team, monitor production schedules, and implement process improvements to increase productivity safely and within budget. STATUS OF OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL All our Key Managerial Personnel and Senior Managerial Personnel are permanent employees of our Company. RELATIONSHIP BETWEEN OUR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL None of the Directors, Key Managerial Personnel and Senior Managerial Personnel of our Company are related to each other as per Section 2(77) of the Companies Act, 2013. Furthermore, none of the Key Managerial Personnel and Senior Managerial Personnel of our Company are not related to the Book Running Lead Manager appointed for this Issue in any manner. SHAREHOLDING OF THE KEY MANAGEMENT PERSONNEL AND SENIOR MANAGERIAL PERSONNEL Except as mentioned below, none of the Key Managerial Personnel and Senior Managerial Personnel of our Company hold any shares in the Company: Sr. Name of the Designation No. of Equity Shares %of Pre-issue % of Post-Issue No. Director Capital Capital 1. Dr. Ashish Managing Director. 18,52,856 29.54 [●] Narayan Sakalkar 197 | Pa geSr. Name of the Designation No. of Equity Shares %of Pre-issue % of Post-Issue No. Director Capital Capital 2. Saili Jayaram Whole Time Director, & 18,52,856 29.54 [●] More Chief Executive Officer SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL Our Key Managerial Personnel or Senior Managerial Personnel have not entered into any service contracts with our Company which provide for any benefits upon termination of their employment in our Company. INTEREST OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL None of our Key Management Personnel or Senior Managerial Personnel has any interest in our Company except to the extent of their remuneration, benefits, reimbursement of expenses incurred by them in the ordinary course of business. Our Key Managerial Personnel or Senior Managerial Personnel may also be interested to the extent of Equity Shares, if any, held by them and any dividend payable to them and other distributions in respect of such Equity Shares in future. ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS/ CUSTOMERS/ SUPPLIERS There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel or Senior Managerial Personnel of our Company. BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGEMENT PERSONNEL AND SENIOR MANAGERIAL PERSONNEL There is no profit-sharing plan for the Key Managerial Personnel or Senior Managerial Personnel. However, our Company provides performance linked bonus payments, in accordance with their terms of appointment. CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior Managerial Personnel, which form part of their remuneration. EMPLOYEE SHARE PURCHASE AND EMPLOYEE STOCK OPTION PLAN Our Company does not have an employee stock option scheme as on the date of this Draft Red Herring Prospectus. PAYMENT OR BENEFIT TO OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL No non-salary related amount or benefit has been paid or given to any officer of our Company within the two years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment. CHANGES IN OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL IN THE LAST THREE YEARS FROM THE DATE OF FILING OF THIS DRAFT RED HERRING PROSPECTUS The changes in our Key Managerial Personnel and Senior Management during the three years immediately preceding the date of filing of this Draft Red Herring Prospectus are set forth below: Name Designation Date of Appointment/ Reason for Change Change in designation Dr. Ashish Narayan Managing Director September 20, 2024 Change in Designation to Managing Sakalkar Directors of our Company. Vandana Mishra Company Secretary and September 20, 2024 Appointed as Company Secretary and Compliance Officer Compliance Officer of our Company. Saili Jayaram More Whole Time Director & October 01, 2024 Change in Designation to Whole Time CEO Director and CEO of our Company. Mr. Deven Manohar Chief Financial Officer November 01, 2024 Appointed as Chief Financial Officer of Patil our Company. 198 | Pa geATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL The attrition of Key Managerial Personnel and Senior Managerial Personnel is not high in our Company compared to the industry. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 199 | Pa geOUR PROMOTERS AND PROMOTER GROUP OUR PROMOTERS The Promoters of our Company are Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh. As on the date of this Draft Red Herring Prospectus, our Promoters holds in aggregate 18,52,856 Equity Shares of face value ₹10/- each, representing 86.45% of the pre-issued, subscribed and paid-up Equity Share capital of our Company. For details, see the section “Capital Structure - Details of Shareholding of our Promoters and members of the Promoter Group in the Company” beginning on page 82 of this Draft Red Herring Prospectus. BRIEF PROFILE OF OUR PROMOTERS IS AS FOLLOWS: Dr. Ashish Narayan Sakalkar (Managing Director) Qualification Master of Science and PhD Date of Birth May 30, 1976 Age 48 Year Address C-402, Siddheshwar Palms CHS, Kalyan Shil Road, Desai Naka, Khidkali, Kalyan, Thane - 421 204, Maharashtra, India. Experience 18 years Occupation Business Permanent Account Number AUSPS2933G Passport Number Z7796361 License Number MH0520090002763 No. of Equity Shares held in 18,52,856 Equity Shares of face [% of Shareholding (Pre-Issue)] value ₹10/- each, representing 29.54%. DIN 06601011 Other Interests 1. Ferron Lifecare Private Limited 2. Arient Scientific Private Limited Saili Jayaram More, Whole-Time Director & Chief Executive Officer Qualification Bachelor of Science and Diploma in Material Management Date of Birth July 09, 1970 Age 54 years Address 201, Shree Sai Sparsh CHS, Plot No. 240, 5th Road, Sector-21, Nerul Node-3, Nerul, Navi Mumbai- 400 706, Maharashtra, India Experience 20 years Occupation Business Permanent Account Number AEQPM5412A Passport Number C2263469 License Number MH0420010021967 No. of Equity Shares held in 18,52,856 Equity Shares of face [% of Shareholding (Pre-Issue)] value ₹10/- each, representing 29.54%. DIN 02691527 Other Interests NIL Sachin Chandrakant Badakh, Promoter Qualification Bachelor of Pharmacy, Diploma in Pharmacy Date of Birth August 27, 1987 Age 37 Years 200 | Pa geAddress Flat No. 301, Heramb Apartment, B Wing, New D P Road, Swami Samarth Nagar, Badlapur (East) – 421503, Maharashtra, India Experience 10 years Occupation Business Permanent Account Number ASDPB3022C Passport Number NA License Number MH0520090038094 No. of Equity Shares held in [% of 625968 Equity Shares of face value Shareholding (Pre-Issue)] ₹10/- each, representing 19.50%. DIN 08685214 Other Interests NA DECLARATION Our Company confirms that the Permanent Account Number (PAN), Aadhar Card Number, Driving License Number, Bank Account Details and Passport Number of our Promoter shall be submitted with the Stock Exchange at the time of filing this Draft Red Herring Prospectus. UNDERTAKING None of our Promoter or Promoter Group or Group Company or person in control of our Company has been:  Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authority;  Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad;  No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past one year in respect of our Promoter, Group Company and Company promoted by the promoter of our company;  There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders, banks, FIs by our Company, our Promoter, Group Company and Company promoted by the promoters since incorporation;  The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group company and Company promoted by the Promoter are disclosed in chapter titled “Outstanding Litigations and Material Developments” beginning on page 223 of this Draft Red Herring Prospectus;  None of our Promoters, person in control of our Company are or have 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 or any other authority. OTHER VENTURES OF OUR PROMOTERS Other than as disclosed in this section “Our Promoter and Promoter Group” beginning on page 200 of this Draft Red Herring Prospectus, our Promoter is not involved in any other ventures. CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY There has not been any effective change in the control of our Company in the since incorporation till the date of this Draft Red Herring Prospectus and except otherwise stated in the chapter titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus, there has been no change in the management of our Company. INTEREST OF PROMOTERS Interest in Promotion of our Company Our Company is promoted by Dr. Ashish Narayan Sakalkar, Saili Jayaram More and Sachin Chandrakant Badakh who hold an aggregate of 18,52,856 Equity Shares of face value ₹10/- each, representing 86.45% of the pre-issued, subscribed and paid-up Equity Share capital of our Company as of the date of this Draft Red Herring Prospectus. 201 | Pa geOur Promoters are interested in our Company to the extent of the promotion of our Company and to the extent of their shareholdings in our Company and/or the shareholding of their relatives in our Company and/or employment related benefits paid by our Company i.e., remuneration and reimbursement of expenses payable to the individual promoters in such capacities. For further details in this regard, please refer chapter titled “Capital Structure” and “Our Management” beginning on page 82 and 185 respectively of this Draft Red Herring Prospectus. Interest in the properties, land, construction of building, supply of machinery, etc. Except as mentioned in the chapter titled “Business Overview” and “Restated Financial Statements” beginning on page 148 and 207 respectively of this Draft Red Herring Prospectus, neither of our Promoters have any other interest in any property acquired or proposed to be acquired by our Company in the period of 2 (two) years before filing of this Draft Red Herring Prospectus or in any transaction by our Company for acquisition of land, construction of building or supply of machinery or any other contract, agreement or arrangement entered into by our Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements. Payment or Benefit to the Promoters or Promoter Group in the last 2 (two) years Except as stated above in chapters “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus, there has been no amount or benefit paid or given during the preceding 2 (two) years of filing of this Draft Red Herring Prospectus or intended to be paid or given to any Promoter or member of our Promoter Group and no consideration for payment of giving of the benefit. Interest in our Company other than as Promoters Except as mentioned in this chapter and chapters titled “Business Overview”, “History and Corporate Structure”, “Our Management” and “Restated Financial Statements” beginning on page 148, 182, 185 and 207 respectively, our Promoters do not have any other interest in our Company Other ventures of our Promoters Most of our Promoters are also the Director on the board, or is a shareholder, member or partner, and other entities with which our Company has had related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to such entities forming part of the Promoter Group and such other entities. For the payments that are made by our Company to certain entities forming part of the Promoter Group and other related parties, see “Summary of Issue Document” and “Our Group Company” beginning on page 21 and 206 respectively of this Draft Red Herring Prospectus. INTEREST OF DIRECTORS For further details, please refer Chapter “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. INTEREST OF GROUP COMPANY For further details, please refer Chapter “Our Group Company” beginning on page 206 of this Draft Red Herring Prospectus. EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY For details in relation to experience of our Promoters in the business of our Company, see Chapter titled “Business Overview” and “Our Management” beginning on page 148 and 185 respectively of this Draft Red Herring Prospectus. RELATED PARTY TRANSACTIONS For the transactions with our Group Company, please refer to chapter titled “Restated Financial Statements- Annexure – 28- Related Party Transactions” beginning on page 207 of this Draft Red Herring Prospectus. OUTSTANDING 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 223 of this Draft Red Herring Prospectus. MATERIAL GUARANTEES Except as stated in the chapter titled and chapter titled “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus, respectively, there are no material guarantees given by our Promoters to third parties with respect to specified securities of the Company as on the date of this Draft Red Herring Prospectus. COMPANIES WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE (3) YEARS 202 | Pa geOur Promoters have not disassociated themselves from any firms or companies in the last three (3) years preceding this Draft Red Herring Prospectus. OUR PROMOTER GROUP Our Promoter Group in terms of Regulations 2(1) (pp) of the SEBI (ICDR) Regulations 2018, is as under: A. Individuals related to our natural Individual Promoters: PROMOTER DR. ASHISH NARAYAN SAKALKAR Relationship with Promoter Father Narayan Shankar Sakalkar Mother Vasudha Narayan Sakalkar Spouse Vishakha Ashish Sakalkar Brother(s) Bhushan Narayan Sakalkar Sister(s) Ashwini Prashant Kulkarni Son(s) N.A. Daughter(s) Girija Ashish Sakalkar Spouse's Father Vishwanath Narayan Deshpande Spouse's Mother Shyamala Vishwanath Deshpande Spouse's Brother(s) Chandrashekar Vishwanath Deshpande Spouse's Brother(s) Shripad Vishwanath Deshpande Spouse's Sister(s) N.A. PROMOTER SAILI JAYARAM MORE Relationship with Promoter Father Rajaram Kashiram Nalawade Mother Aruna Rajaram Nalawade Spouse Jayaram Dattaram More Brother(s) Prashant Rajaram Nalawade Sister(s) Anushka Anil Sawant Sister(s) Sneha Suhas Shinde Sister(s) Akshata Avinash Salvi Son(s) Raj Jayaram More Son(s) Aaryan Jayaram More Daughter(s) Spouse's Father Dattaram Kashinath More Spouse's Mother Indira Dattaram More Spouse's Brother(s) Baliram Dattaram More Spouse's Brother(s) Shreeram Dattaram More Spouse's Sister(s) Surekha Ravindra Kadam PROMOTER SACHIN CHANDRAKANT BADAKH Relationship with Promoter Father Chandrakant Sukhdeo Badakh Mother Mandakini Chandrakant Badakh Spouse Kalyani Sachin Badakh Brother(s) N.A. Sister(s) Suvarna Vaibhav Shete Son(s) Deepali Rajesh Gunjal Daughter(s) N.A. Spouse's Father Ashok Laxman Kale Spouse's Mother Lata Ashok Kale Spouse's Brother(s) N.A. Spouse's Sister(s) Urmila Ashok Kale Spouse's Sister(s) Supriya Ashok Kale B. In case promoter is a Body Corporate: 203 | Pa geSr. No. Nature of Relationship Name of the Promoter Entities / Company 1. Subsidiary or holding company of Promoter Company. NA 2. Any Body corporate in which promoter (Body Corporate) holds NA 20% or more of the equity share capital or which holds 20% or more of the equity share capital of the promoter (Body Corporate). 3. Any Body corporate in which a group of individuals or NA companies or combinations thereof acting in concert, which hold 20% or more of the equity share capital in that body corporate and such group of individuals or companies or combinations thereof also holds 20% or more of the equity share capital of the issuer and are also acting in concert. C. In case promoter is an Individual: i. Dr. Ashish Narayan Sakalkar: Sr. No. Nature of Relationship Name of the Entities / Company 1. Any Body Corporate in which 20% or more of the equity share NA capital is held by promoter or an immediate relative of the promoter or a firm or HUF in which promoter or any one or more of his immediate relatives is a member. 2. Any Body corporate in which Body Corporate as provided NA above holds 20% or more of the equity share capital. 3. Any Hindu Undivided Family or firm in which the aggregate NA shareholding of the promoter and his immediate relatives is equal to or more than 20%. ii. Saili Jayaram More: Sr. No. Nature of Relationship Name of the Entities / Company 1. Any Body Corporate in which 20% or more of the equity share NA capital is held by promoter or an immediate relative of the promoter or a firm or HUF in which promoter or any one or more of his immediate relatives is a member. 2. Any Body corporate in which Body Corporate as provided NA above holds 20% or more of the equity share capital. 3. Any Hindu Undivided Family or firm in which the aggregate NA shareholding of the promoter and his immediate relatives is equal to or more than 20%. iii. Sachin Chandrakant Badakh: Sr. No. Nature of Relationship Name of the Entities / Company 1. Any Body Corporate in which 20% or more of the equity share NA capital is held by promoter or an immediate relative of the promoter or a firm or HUF in which promoter or any one or more of his immediate relatives is a member. 2. Any Body corporate in which Body Corporate as provided NA above holds 20% or more of the equity share capital. 3. Any Hindu Undivided Family or firm in which the aggregate NA shareholding of the promoter and his immediate relatives is equal to or more than 20%. D. All persons whose shareholding is aggregated under the heading “shareholding of the Promoter Group”: The following person’s forms part of promoter group for the purpose of shareholding of the Promoter Group under Regulation 2(1) (pp)(v) of SEBI (ICDR) Regulations 2018: Name of the Promoters Name of the Relative Relationship No of Shares Held NIL N.A. N.A. N.A 204 | Pa geDIVIDEND POLICY Under the Companies Act, 2013 our Company can pay dividends upon a recommendation by our Board of Directors and approval by a majority of the shareholders at the General Meeting and as per provisions of Article of Association of our Company. The shareholders of the Company have the right to decrease but not to increase the amount of dividend recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both. The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends. All Dividends upon recommendation by our Board of Directors and approved by the shareholders at the General Meeting will be paid to credit of registered shareholders by way of cheque or warrant or in any electronic mode. Our Company does not have any formal dividend policy for the Equity Shares. The declaration and payment of dividend will be recommended by our Board of Directors and approved by the shareholders of our Company at their discretion and will depend on a number of factors, including the results of operations, earnings, capital requirements and surplus, general financial conditions, applicable Indian legal restrictions and other factors considered relevant by our Board of Directors. For details of risks in relation to our capability to pay dividend, see “Risk Factors” beginning on page 28 of the Draft Red Herring Prospectus. Our ability to pay Dividends in the future will depend on our future cash flows, working capital requirements, capital expenditures and financial condition. Our Company has not paid / declared any dividend in last three years from date of this Draft Red Herring Prospectus. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 205 | Pa geOUR GROUP COMPANY In accordance with Sections 2(1)(t) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Group Company shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards, and also other companies as considered material by the board of the Company. In terms of the SEBI ICDR Regulations and in terms of the policy of materiality defined by the Board pursuant to its resolution dated December 25, 2024 our Group Company includes: (i) Those companies disclosed as related parties in accordance with Accounting Standards (“AS 18”) issued by the Institute of Chartered Accountants of India, during the period for which Financial Information is disclosed. (ii) All such companies which are deemed to be material by the Board of Directors. No company which is considered material by the Board of Directors of our Company to be identified as Group Company. 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. It is pertinent to note that the manufacturing equipments are purchased by ASSTON pharmaceuticals pvt ltd on April 1st April 2024 and “Asston Pharmaceuticals Private Limited” was subsequently converted into a limited company named as “Asston Pharmaceuticals Limited” on 29th August 2024. 206 | Pa geSECTION VII – FINANCIAL INFORMATION RESTATED FINANCIAL STATEMENTS Sr. No. Particulars Page No. 1. Restated Financial Statements. F 1-F 45 207 | Pa geF1F2F3F4F5F6F7F8F9F10F11F12F13F14F15F16F17F18F19F20F21F22F23F24F25F26F27F28F29F30F31F32F33F34F35F36F37F38F39F40F41F42F43F44F45OTHER FINANCIAL INFORMATION Our Company is providing a link to this website solely to comply with the requirements specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018. The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) Red Herring Prospectus (iii) Prospectus, a statement in lieu of a prospectus, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, or any other applicable law in India or elsewhere in the world. The Audited Financial Statements should not be considered as part of information that any investor should consider subscribing for or purchase any securities of our Company and should not be relied upon or used as a basis for any investment decision. Neither our Company, nor BRLM, nor any of their respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions expressed therein. The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations, as derived from the Restated Financial Statements, are given below: Statement of Accounting & Other Ratios, As Restated: (₹ in lakhs unless otherwise mentioned) Particulars 30.11.2024 31.03.2024 31.03.2023 31.03.2022 Net Profit as Restated - (A) 337.49 136.03 105.66 11.06 Add: Depreciation 4.24 5.07 3.69 0.83 Add: Finance Cost 89.10 93.27 72.09 43.35 Add: Income Tax/ Deferred Tax 105.70 45.69 35.60 4.83 Less: Other Income 157.82 25.47 65.39 95.61 EBITDA 378.71 254.58 151.66 -35.55 E BITDA Margin (%) 18.3 1% 16.3 3% 23.2 0% -3.7 0% Net Worth as Restated - (B) 976.74 639.25 198.59 92.93 R eturn on Net worth (%) as Restated (A/B) 34.5 5% 21.2 8% 53.2 1% 11.9 0% P rofit After Tax (₹ in lakhs) 337 .49 136 .03 105 .66 11. 06 Number of Equity Share at the end of year 7,83,920 7,18,853 7,00,000 11,890 (Pre-Bonus/Sub-Division) - (C) Number of Equity Shares Considering Bonus Impact (D) 62,71,360 57,50,826 56,00,000 95,123 (Post Bonus/Sub-divison) after restated period with retrospective Effect) Basic/Diluted Earnings per Equity Share as Restated – 43.05 18.92 15.09 93.00 (Pre-Bonus) (A/C) Basic/Diluted Earnings per Equity Share as Restated – 5.38 2.37 1.89 11.62 (Post Bonus) (A/D) Average number of equity shares outstanding during the period/ year (before Considering Bonus issue) for NAV (E) 7,83,920 7,83,920 7,00,000 7,00,000 Average number of equity shares outstanding during the period/ year (Considering Bonus issue) for NAV (F) 62,71,360 62,71,360 56,00,000 56,00,000 Net Asset Value per Equity share as Restated (Pre-Bonus) - (B/E) 124.60 81.55 28.37 13.28 Net Asset Value per Equity share as Restated (After Bonus) - (B/F) 15.57 10.19 3.55 1.66 Note: 1. EBITDA Margin = EBITDA/Total Revenues 2. Net worth= Paid up share capital plus reserves and surplus less miscellaneous expenditure to the extent not written off 3. Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year 4. Return on Net worth (%) = Restated Profit after taxation / Net worth x 100 5. Net asset value/Book value per share (₹) = Net worth / No. of equity shares 6. The Company does not have any revaluation reserves or extra-ordinary items. 208 | Pa geSTATEMENT OF FINANCIAL INDEBTEDNESS To, Asston Pharmaceuticals Limited 4th Floor, Office No A-431 Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane - 400614, Maharashtra, India. Dear Sir, Based on the independent examination of Books of Accounts, Audited Financial Statements and other documents of Asston Pharmaceuticals Limited and further explanations and information provided by the management of the Company, which we believe to be true and correct to the best of our information and belief, the sanction amount of financial indebtedness, principal terms of security for loan and other related details as on November 30, 2024 are mentioned below: A. SECURED LOANS -LONG TERM STATEMENT OF PRINCIPAL TERMS OF SECURED LOANS AND ASSETS CHARGED AS SECURITY 1. Long Term- From Banks and Other Entities Nature Outstanding Rate of Security S.No. Lender of Loan Repayment Term as on 30th Interest/Margin Clause Facility Nov, 2024 Principal repayable in 84 principal Secured Bank of Vehicle Rate of Interest 1 27.40 20.87 installments of Rs. against Maharashtra Loan is 11.30% p.a. 0.48 lakhs starting Vehicle from Aug 2022 B. UNSECURED LOANS- LONG TERM Nature Outstanding Rate of Security SNo. Lender of Loan Repayment Term as on 30th Interest/Margin Clause Facility Nov, 2024 Principal repayable in 36 principal Term Rate of Interest 1 Ashv Finance Ltd 30.00 27.46 installments of Rs. Unsecured Loan is 19.5% p.a. 1.11 lakhs starting from Aug 2024. Principal repayable Rate of Interest in 36 principal Term is 1 Year MCLR 2 Axis Bank Limited 20.00 6.40 installments of Rs. Unsecured Loan 8.1% p.a. + 0.69 lakhs starting Spread 6.9% p.a. from Oct 2022. Principal repayable in 48 principal Bajaj Finance Ltd. Term Rate of Interest 3 15.74 5.04 installments of Rs. Unsecured (Loan 1) Loan is 18% p.a. 0.46 lakhs starting from Dec 2021. Principal repayable in 36 principal Bajaj Finance Ltd. Term Rate of Interest 4 21.59 16.05 installments of Rs. Unsecured (Loan 2) Loan is 16% p.a. 0.75 lakhs starting from Jan 2024. 209 | Pa geNature Outstanding Rate of Security SNo. Lender of Loan Repayment Term as on 30th Interest/Margin Clause Facility Nov, 2024 Principal repayable in 36 principal Clix Capital Term Rate of Interest 5 35.43 33.20 installments of Rs. Unsecured Services Ltd. Loan is 19.5% p.a. 1.30 lakhs starting from Sept 2024. Principal repayable in 36 principal Deutsche Bank Term Rate of Interest 6 50.00 45.27 installments of Rs. Unsecured Ltd. Loan is 16.5% p.a. 1.77 lakhs starting from Aug 2024 Principal repayable in 36 principal Poonawalla Term Rate of Interest 7 25.00 19.65 installments of Rs. Unsecured Fincorp Ltd Loan is 17.5% p.a. 0.91 lakhs starting from Feb 2024 Principal repayable in 36 principal Unity Small Term Rate of Interest 8 17.34 12.80 installments of Rs. Unsecured Finance Bank Ltd. Loan is 20.0% p.a. 0.64 lakhs starting from Jan 2024 Principal repayable in 36 principal Term Rate of Interest 9 IIFL Finance Ltd. 15.17 14.21 installments of Rs. Unsecured Loan is 18.5% p.a. 0.55 lakhs starting from Sept 2024 Principal repayable in 48 principal Term Rate of Interest 10 L&T Finance Ltd. 20.00 19.11 installments of Rs. Unsecured Loan is 17.0% p.a. 0.57 lakhs starting from Sept 2024. Principal repayable Kisetsu Saison in 30 principal Term Rate of Interest 11 Finance (India) 25.50 23.44 installments of Rs. Unsecured Loan is 18.5% p.a. Private Limited 1.06 lakhs starting from Sept 2024. Principal repayable in 36 principal Term Rate of Interest 12 Hero Fincorp Ltd. 30.35 28.37 installments of Rs. Unsecured Loan is 17.0% p.a. 1.08 lakhs starting from Sept, 2024 Principal repayable in 36 principal Term Rate of Interest 13 Tata Capital Ltd. 35.00 32.71 installments of Rs. Unsecured Loan is 17.0% p.a. 1.25 lakhs starting from Sept, 2024 Principal repayable in 30 principal Protium Finance Term Rate of Interest 14 25.00 23.00 installments of Rs. Unsecured Ltd. Loan is 19.25% p.a. 1.05 lakhs starting from Sept 2024 210 | Pa geNature Outstanding Rate of Security SNo. Lender of Loan Repayment Term as on 30th Interest/Margin Clause Facility Nov, 2024 Principal repayable in 24 principal Ambit Finance Term Rate of Interest 15 25.30 22.66 instalments of Rs. Unsecured Ltd. Loan is 20.0% p.a. 1.28 lakhs starting from Sept 2024 Loan Loan From Ashish Repayable on 16 from 135.00 135.00 NIL Unsecured Sakalkar Demand Others Loan Loan From Saili Repayable on 17 from 41.87 41.87 NIL Unsecured More Demand Others Loan Amrit Polychem Repayable on 18 from 70.00 70.00 NIL Unsecured Pvt Ltd Demand Others Loan Comercinate Repayable on 19 from 100.00 100.00 NIL Unsecured Enterprises Pvt Ltd Demand Others Total 738.28 676.24 This certificate may be relied upon by the Book Running Lead Managers appointed in relation to the Issue. We hereby give our consent to include extracts of this certificate and being used in the Draft Red Herring Prospectus/Prospectus in connection with the Issue and for submission to the Securities Exchange Board of India, relevant stock exchanges and any other authority as may be required. We further give my consent for the above-mentioned details being included for the records to be maintained by the Lead Manager in connection with the Issue and in accordance with applicable laws. For, Doshi Doshi & Co. Chartered Accountants Firm’s Registration Number – 153683W Chintan R. Doshi Membership Number - 158931 UDIN-25158931BMIFPF5458 Place: Ahmedabad Date: December 27, 2024 211 | Pa geCAPITALISATION STATEMENT The following table sets forth our capitalisation derived from our Restated Financial Statements as at 30th November, 2024, and as adjusted for the Issue. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Restated Financial Information” and “Risk Factors” beginning on page no. 213, 207 and 28 respectively of this Draft Red Herring Prospectus. Consolidated Statement of Capitalization, As Restated: (₹ in Lakhs) Particulars Pre-Issue Post Issue* 30.11.2024 Borrowing: Short term (A) 346.86 [●] Long term 350.24 [●] (including current maturities of long-term debt) (b) Total Debt 697.11 [●] Shareholders’ Fund: Equity Share Capital 627.14 [●] Reserves and Surplus 349.60 [●] Total Shareholders’ Fund 976.74 [●] Long Term Debt/Shareholders’ Fund 0.36 [●] Total Debt/Shareholders’ Fund 0.71 [●] *The Corresponding post issue figure are not determinable at this stage, due to pendency of public issue, hence not furnished. Notes: 1. Short term Debts represent which are expected to be paid/payable within 12 months and includes installment of term loans repayable within 12 months. 2. Long term Debts represent debts other than short term Debts as defined above excluding installment of term loans repayable within 12 months grouped under short term borrowings. 3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 30.09.2024 [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 212 | Pa geMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion in conjunction with our restated financial statements attached in the chapter titled “Financial Information of the Company” beginning on page 207. You should also read the section titled “Risk Factors” on page 28 and the section titled “Forward Looking Statements” on page 19 of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Financial Statements. Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor dated December 05, 2024, which is included in this Draft Red Herring Prospectus under “Financial Statements”. The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year. Business Overview Our Company is engaged in the manufacturing and export of both pharmaceutical formulations and nutraceutical products in domestic and various African markets. Our Company operates under brand “Asston”. Presently, our Company is involved in the business of manufacturing and marketing of Tablets, Capsules, Oral Liquid, External Preparations (Ointment, Cream, Gel and Lotion) and Oral Powder (Sachet, Dry Syrup) etc. Apart from manufacturing products for direct sales, our Company also manufactures various pharmaceutical products for different marketers on loan license or on contract manufacturing basis. Our business is majorly carried out on principle-to-principle basis with different marketers. As on the date, we cater to multiple corporate clients on loan licence and/or contract manufacturing basis. Currently, our Company has its production facility at Ambernath, Maharashtra, for producing generic medicines in the tablet form and nutraceutical medicines in the tablet form, syrup and sachet form. We have a dedicated and separate floors for pharmaceutical products and nutraceutical products respectively as the norms and standards are different for both of them and are governed by FDA and FSSAI respectively. Since the FDA norms for pharmaceutical products are much more stringent, to comply with FDA standards separate guidelines are there to be followed. Facility has total production capacity of up to around 8-9 crore tablets per month. Our Company produces an average of 5-6 crore tablets per month, with production capacity varying based on the weight of the medicines. Higher- weight medicines result in lower production quantities and vice versa. The syrup production capacity for nutraceuticals is approximately 37.5 kiloliters per month, while sachet production capacity ranges from 30 to 40 lakh sachets per month, depending on the powder weight per sachet. The facility is certified by relevant authorities and undergoes periodic audits by state and central FDA authorities. It includes a QA/QC unit and a warehouse for storing raw materials and finished goods in designated chambers under controlled conditions. The Company engages contract manufacturers to produce generic medicines and antibiotics in various forms, including tablets, sachets, syrups, and capsules. All contract manufacturers are WHO-GMP certified to ensure their facilities and processes comply with applicable standards and industry norms. We also have our own set up of regulatory department for our formulation development and have tie-ups with 2 NABL accredited laboratories, ensuring adherence to industry standards from production to export. From manufacturing to exports and distributions, our Company takes responsibility and oversees each phase of the supply chain. Our Company is FDA certified by both the Central and State FDA, accredited by NQA (Nuclear Quality Assurance), and complies with the Quality Management System (QMS) standards. For further details, please refer to the section titled "Government and Other Approvals" on page 226 of this Draft Red Herring Prospectus. We are committed to maintaining compliance with health, safety, and quality standards. Currently, we hold over 150 registered trademarks for our pharmaceutical formulations. Our primary products include capsules, syrups, sachets, and injectables (LVP and SVP), which are sold globally, with pharmacies as our main customers. We offer a broad range of products, including generic medicines, pediatric drugs, New to the Basket (NTTB) treatments, and eye drops. We ensure the highest quality standards at every stage of manufacturing through stringent checks to meet both domestic and international regulatory requirements. Our products are distributed in various global markets, such as South Africa and the West African region. We provide formulation knowledge to contract manufacturers for the production of syrups, tablets, and injectables. We have entered into five-year agreements with five WHO-GMP-certified contract manufacturers. One of the them manufactures antibiotics, while the other entities produce generic medicines. We are in the process of executing a loan license agreement with a contract 213 | Pa gemanufacturer based in Gujarat to reduce reliance on existing manufacturers and enhance capacity for ointment production. Currently, only one is engaged in the production of ointments. We supply raw materials (API and excipients) and packaging materials to Kalash Pharmachem Pvt Ltd, Inducare Pharmaceuticals and Research Foundation, Biotime Pharmaceuticals Pvt. Ltd, Bushal Chemi pharma Pvt. Ltd. to contract produce finished goods for us while with Asuwaldi Pharmaceuticals, we procure finished goods from them. All these manufacturing facilities have warehouse facility as well to support the production in the form of storing raw materials and finished goods by keeping them in controlled and desired conditions. This adjacent warehouse facility eradicates transportation hassles and cost overhead and smoothens the overall production process. Furthermore, we have an in-house regulatory department responsible for formulation development and quality and maintain agreements with an NABL-accredited laboratory named Inducare Pharmaceuticals and research Foundation (PTL) and QSL Quality Solution Laboratory, for product quality assessments of the end product. Our operations are classified under orange and green zones, signifying adherence to environmental regulations in manufacturing and operations. Additionally, our in-house Quality Assurance/Quality Control (QA/QC) team ensures that our products meet established quality standards and supports formulation development and regulatory compliance across our product range. Our regulatory department prepares and manages product dossiers in line with guidelines from various global regulatory authorities, facilitating the smooth export and market entry of our products into international markets. Our Company operates in supplying pharmaceutical products directly to distributors and pharmacies and we intend to deliver quality products on low-cost formulations at affordable pricing for price-sensitive markets. Since inception in 2019, our Company has engaged in trade across more than 10 countries, ensuring the provision of products at competitive pricing. Our Company’s operations are supported by experienced founders with expertise in managing supply chains and maintaining product quality. Our Company was incorporated on 16th April 2019 as Asston Pharmaceutical Pvt. Limited to contract produce pharmaceutical products for export market. Ferron Lifecare Private Limited, incorporated on 30th January 2020 was promoted by Dr. Ashish Sakalkar and Mr. Sachin Badakh. Finally, “Asston Pharmaceuticals Private Limited” was converted from a private limited into a public limited company in the name of “Asston Pharmaceuticals Limited” on 29th August 2024 and received FDA approval for our Ambarnath facility on 2nd December 2024 to produce pharmaceutical products. Our Company has experienced significant growth, with a current strength of over 50 team members and growing. The team operates under the leadership of the promoters, Dr. Ashish Sakalkar, Mrs. Saili More and Mr. Sachin Badakh, who possesses an expertise in formulations, market operations, and exports of healthcare product in the pharmaceutical industry. For further information on the promoters, refer to the chapter titled "Our Promoters and Promoter Group" on page 200 of this Draft Red Herring Prospectus. Details of material developments after the date of last balance sheet i.e. November 30, 2024 After the date of last Balance sheet i.e. November 30, 2024, the following material events have occurred after the last audited period:  The Issue has been authorized by a resolution of our Board of Directors through their meeting dated December 10, 2024 and by a special resolution of our Shareholders at Annual General Meeting dated January 06, 2025. 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 Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:  Regulatory Framework We have secured all the necessary regulatory approvals to operate our business. Some of these approvals are time-bound and need to be renewed periodically as part of our routine operations. However, changes in regulations can occur unexpectedly, and we cannot predict when this may happen. We cannot guarantee that future changes in regulations won't affect our business operations.  Market & Economic conditions India is one of the largest and fastest-growing economies. However, in today’s globalized world, businesses face uncertainty due to unexpected events like pandemics, wars, climate changes, and supply chain disruptions. These events can shift economic conditions and affect customers' ability to purchase. During a market slowdown, demand decreases, which negatively impacts our business. 214 | Pa ge Ability of Management Our success depends on the continued services and performance of the members of our management team and other key employees. Competition for senior management in the industry is intense, and we may not be able to retain our existing senior management or attract and retain new senior management in the future. The loss of any member of our senior management or other key personnel may adversely affect our business, results of operations and financial condition.  Competition We operate in a competitive atmosphere. Our competition varies by market, geographic areas and type of products. Our Company may face stiff competition from domestic as well as global market as the dynamic changes. Some of our competitors may have greater resources than those available to us. While service quality, technical ability, performance records, etc are key factors in client decisions among competitors, however, price & quality are the deciding factor in most cases. Further, this industry is fragmented with many small and medium sized companies and entities, which manufactures some of these products at various levels, which may adversely affect our business operation and financial condition. Further, there are no entry barriers in this industry and any expansion in capacity of existing manufacturers would further intensify competition. Moreover, as we seek to diversify into new geographical areas, new territories, new emerging markets, we face competition from competitors that have a pan India presence and also from competitors that have a strong presence in regional markets. The markets in which we compete and intend to compete are undergoing, and are expected to continue to undergo, rapid and significant change. We expect competition to intensify as technological advances and consolidations continue. These competitive factors may force us to reduce rates, and to pursue new market opportunities. Increased competition could result in reduced demand for our products, increased expenses, reduced margins and loss of market share. Failure to compete successfully against current or future competitors could harm our business, operating cash flows and financial condition.  Our ability to successfully implement our strategy, our growth and expansion, technological changes.  Our ability to successfully allotment of new orders/ tenders.  Failure to adapt to the changing needs of industry and in particular government policies and regulations may adversely affect our business and financial condition; Significant Developments after November 30, 2024 that may affect our Future Results of Operations. The Directors confirm that there have been no other events or circumstances since the date of the last financial statements as disclosed in the Prospectus which materially or adversely affect or is likely to affect the business or profitability of our Company or the value of our assets, or our ability to pay liabilities within next twelve months. Key Performance Indicators of our Company (₹ In Lakhs except percentages and ratios) Sr. Particulars No. For the period ended For the year ended November 30, 2024 FY FY FY 2021- 2023-24 2022-23 22 1 Revenue from operations (1) 2,068.16 1,558.62 653.80 959.85 2 EBITDA(2) 378.71 254.58 151.66 (35.55) 3 EBITDA (%) Margin(3) 18.31% 16.33% 23.20% (3.70%) 4 PAT(4) 337.49 136.03 105.66 11.06 5 PAT Margin(5) 16.32% 8.73% 16.16% 1.15% 6 Return on Equity (ROE)%(6) 41.77% 32.47% 72.49% 9.98% 7 ROCE%(7) 44.47% 34.29% 56.08% 31.68% 215 | Pa geSr. Particulars No. For the period ended For the year ended November 30, 2024 FY FY FY 2021- 2023-24 2022-23 22 8 Debt- Equity Ratio(8) 0.71 1.07 2.64 3.56 9 Net Fixed Assets Turnover Ratio 23.66 14.29 5.78 10.46 (Times) (9) 10 Current Ratio (Times) 1.88 1.52 1.09 0.98 11 EPS(10) 5.38 2.37 1.89 11.62 Notes: 1. Revenue from operations is the total revenue generated by our Company. 2. EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses- Other Income 3. EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations 4. PAT is Profit Before Tax-current tax-deferred tax. 5. PAT Margin is PAT/Revenue from operations 6. ROE is Net profit after tax/Total Equity 7. ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’ equity plus total debt 8. Debt Equity Ratio is Net Debt/Total equity*Net debt =non current borrowing +current borrowing -cash and cash equivalent, Bank balance and investment in Mutual funds. Total Equity= Equity share capital +other equity 9. Net fixed asset turnover ratio=Revenue from operations/Fixed Asset 10. Current Ratio: Current Asset over Current Liabilities 11. EPS is mentioned as EPS for the period This space has been left blank intentionally 216 | Pa geDiscussion on Result of Operations Restated Financial Statements for financial period ended on November 30, 2024, and years ended on March 31, 2024, March 31, 2023, and March 31, 2022. (Amount in ₹ Lakhs) Particulars Period Ended % of Total Year Ended % of Total Year Ended % of Total Year Ended % of Total 30th November, revenue 31st March, revenue 31st March, revenue 31st March, revenue 2024 2024 2023 2022 Revenue Revenue from operations 2,068.16 92.91% 1,558.62 98.39% 653.80 90.91% 959.85 90.94% Other income 157.82 7.09% 25.47 1.61% 65.39 9.09% 95.61 9.06% Total Revenue (A) 2,225.98 100.00% 1,584.09 100.00% 719.19 100.00% 1,055.46 100.00% Expenses Cost of Raw Material Consumed 1,152.69 51.78% 975.41 61.58% 334.93 46.57% 767.37 72.71% Employee Benefits Expense 67.41 3.03% 88.10 5.56% 59.30 8.25% 61.80 5.86% Finance Costs 89.10 4.00% 93.27 5.89% 72.09 10.02% 43.35 4.11% Depreciation and amortisation 4.24 0.19% 5.07 0.32% 3.69 0.51% 0.83 0.08% Expense Other Expenses 469.35 21.09% 240.53 15.18% 107.91 15.00% 166.22 15.75% Total Expenses (B) 1,782.79 80.09% 1,402.37 88.53% 577.93 80.36% 1,039.57 98.49% PROFIT BEFORE TAX 443.19 19.91% 181.72 11.47% 141.27 19.64% 15.88 1.51% Tax Expense Current tax 110.78 4.98% 46.59 2.94% 34.00 4.73% 3.17 0.30% Deferred tax (credit)/charge (5.07) (0.23%) (0.91) (0.06%) 1.60 0.22% 1.66 0.16% Total Tax Expenses 105.70 4.75% 45.69 2.88% 35.60 4.95% 4.83 0.46% Profit for the period / year 337.49 15.16% 136.03 8.59% 105.66 14.69% 11.06 1.05% 217 | Pa geOverview of Revenue & Expenditure Revenue from operations: Revenue from operations primarily derives from the export of medicines and domestic sales of medicines (both nutraceutical and pharmaceutical). Other Income: Other income primarily comprises of export incentive received by the Company and Foreign exchange gains. Total Expenses: Total expenses consist of operating cost like Cost of Material consumed, Employee benefits expense, Finance costs, Depreciation and amortization expenses and other expenses. Cost of Material consumed Cost of Material consumed expenses primarily comprises of Purchase of raw material, Labour charges, registration charges and change in stock of raw material. Employee benefits expense: Employee benefits expense primarily comprises of Salaries, wages & bonus expenses to Staff and Directors, Staff welfare expenses, and Gratuity. Finance Costs: Our finance cost includes Interest expenses, Loan Processing Charges and Bank charges. Depreciation and Amortization Expenses: Depreciation includes depreciation on Plant & machinery, Computers, furniture and fixtures, Vehicles and office equipment. Other Expenses:  Other Expenses consists of Clearing and Forwarding charges, Rates and Taxes, Legal and Professional fee, Insurance expenses, Transportation expense and Repair and maintenance. FINANCIAL PERFORMANCE HIGHLIGHTS FOR THE PERIOD ENDED NOVEMBER 30, 2024 Total Income: Total income for the period ended November 30, 2024, stood at ₹ 2,225.98 Lakhs. The total income consists of revenue from operations and other income. Revenue from Operations During the period ended November 30, 2024, the net revenue from operation of our Company was ₹ 2,068.16 Lakhs from Engineering, Procurement and Engineering. Other Income: During the period ended November 30, 2024, the other income of our Company stood at ₹ 157.82 Lakhs. The main components of the other income are from interest on FDR. Total Expenses Total expenses consist of cost like cost of material consumed, employee benefits expense, finance costs, depreciation and amortization expenses and other expenses. During the period ended November 30, 2024, the total expenses of our Company stood at ₹1,782.79 Lakhs. 218 | Pa g eCost of Material consumed During the period ended November 30, 2024, the Cost of Material consumed expenses of our Company stood at ₹ 1,152.69 Lakhs. Our Cost of Material consumed expenses primarily comprises of Purchase of material and other attributable costs related to purchase of raw material, during the period ended November 30, 2024. Employee benefits expense: During the period ended November 30, 2024, the employee benefit expenses of our Company stood at ₹ 67.41 Lakhs. The main components of Salaries and bonus, Director Remuneration and Gratuity Expense. Finance Costs: During the period ended November 30, 2024, the finance cost expenses of our Company stood at ₹ 89.10 Lakhs. Our finance cost includes Interest expenses and Other Borrowing Costs. Depreciation and Amortization Expenses: During the period ended November 30,2024 the Depreciation and amortization charges of our Company stood at ₹ 4.24 Lakhs. Other Expenses: During the period ended November 30, 2024, the Other Expenses of our Company stood at ₹ 469.35 Lakhs. Other Expenses mainly consists of Rates and Taxes, Legal and Professional fee, Insurance expenses, Business Promotion Expense, Travelling and Conveyance Expenses, and Repair maintenance. Restated Profit before tax: The Company reported Restated profit before tax for period ending November 30, 2024, of ₹ 443.19 Lakhs. Restated profit after tax: The Company reported Restated profit after tax for period ending November 30,2024 of ₹ 337.49 Lakhs. FINANCIAL YEAR ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023 Total Income: Total income for the financial year 2023-24 stood at ₹ 1,584.09 Lakhs whereas in Financial Year 2022-23 the same stood at ₹ 719.19 Lakhs representing a increase of 120.26%. The main reason of increase due to increase in export business of the Company. Revenue from Operations During the financial year 2023-24 the net revenue from operation of our Company increased to ₹ 1,558.62 Lakhs as against ₹ 653.80 Lakhs in the Financial Year 2022-23 representing a increase of 138.39%. The increase in revenue from operations was due to increase in export business of the Company. Other Income: During the financial year 2023-24 the other income of our Company is ₹ 25.47 Lakhs as against ₹ 65.39 lakhs in the Financial Year 2022-23 representing a decrease of 61.05 % which was due to foreign exchange loss in FY2023-24 and foreign exchange gain in FY2022-23. Total Expenses: The total expense for the financial year 2023-24 increased to ₹ 1,402.37 Lakhs from ₹ 577.93 lakhs in the Financial Year 2022-23 representing a increase of 142.66%. Such increase was majorly due to increase in Cost of Raw Materials Consumed during the year. 219 | Pa g eCost of material consumed: The Cost of material consumed for the financial year 2023-24 increased to ₹ 975.41 lakhs from ₹ 334.93 lakhs in the Financial Year 2022-23 representing a increase of 191.23%. Such increase was due to increase in business operations of the Company. Major contributor for such increase is due to increase in Purchases of Raw materials during the year. Employee benefits expense: Our Company has incurred ₹ 88.10 Lakhs as Employee benefits expense during the financial year 2023-24 as compared to ₹ 59.30 Lakhs in the financial year 2022-23. The increase of 48.56% was due to increase in Director’s remuneration and Gratuity expenses during the year. Finance Cost: Our Company has incurred ₹93.27 Lakhs as finance cost during the financial year 2023-24 as compared to ₹ 72.09 Lakhs in the financial year 2022-23. The increase of 29.37 % was due to increase in term loan during the of FY 2023-2024. Depreciation and Amortization Expenses: Depreciation for the financial year 2023-24 stood at ₹ 5.07 Lakhs as against ₹ 3.69 Lakhs during the financial year 2022- 23. The increase in depreciation was around 37.22 %. Other Expenses: Our Company has incurred ₹ 240.53 Lakhs during the Financial Year 2023-24 on other expenses as against ₹ 107.91 Lakhs during the financial year 2022-23. There was a increase of 122.92 %. This was due to – (i) increase in clearing and forwarding charges during the year. (ii) foreign exchange loss during FY 2023-24. Restated profit before tax: Net profit before tax for the financial year 2023-24 increased to ₹ 181.72 Lakhs as compared to ₹ 141.27 Lakhs in the financial year 2022-23. The increase of 28.63 % was majorly due to factors as mentioned above. Restated profit for the year: As a result of the foregoing factors, our profit after tax for the year 2023-24 increase by 28.74% from net profit of ₹ 105.66 Lakhs in financial year 2022-23 to net profit ₹ 136.03 lakhs in financial year 2023-24. FINANCIAL YEAR ENDED MARCH 31, 2023, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2022 Total Income: Total income for the financial year 2022-23 stood at ₹ 719.19 Lakhs whereas in Financial Year 2021-22 the same stood at ₹ 1,055.46 Lakhs representing a decrease of 31.86%. The main reason of decrease in total income was due to some exceptional condition met in export business during the year. Revenue from Operations During the financial year 2022-23 the net revenue from operation of our Company decreased to ₹ 653.80 Lakhs as against ₹ 959.85 Lakhs in the Financial Year 2021-22 representing an decrease of 31.88%. The reason for decrease in revenue from operations was due to some exceptional condition met in export business during the year. Other Income: During the financial year 2022-23 the other income of our Company is ₹ 65.39 as against ₹ 95.61 in the Financial Year 2021-22 representing a decrease of 31.60 % which was due to decrease in Export incentive and foreign exchange gain. Total Expenses: 220 | Pa g eThe total expense for the financial year 2022-23 decreased to ₹ 577.93 Lakhs from ₹ 1,039.57 lakhs in the Financial Year 2021-22 representing an decrease of 44.41%. Such decrease was due to decrease in business operations of the Company. Major reason for such increase is due to decrease in cost of material consumed in the financial year 2022-23. Cost of material consumed: The Cost of material consumed for the financial year 2022-23 decreased to ₹ 334.93 lakhs from ₹ 767.37 lakhs in the Financial Year 2021-22 representing a decrease of 56.35%. Such decrease was due to decrease in business operations of the Company. Employee benefits expense: Our Company has incurred ₹ 59.30 Lakhs as Employee benefits expense during the financial year 2022-23 as compared to ₹ 61.80 Lakhs in the financial year 2021-22. The decrease of 4.05 % was due to decrease in gratuity amount. Finance Cost: Our Company has incurred ₹ 72.09 Lakhs as finance cost during the financial year 2022-23 as compared to ₹ 43.35 Lakhs in the financial year 2021-22. The increase of 66.31 % was due to increase in term loan during the of FY 2023-2024. Depreciation and Amortization Expenses: Depreciation for the financial year 2022-23 stood at ₹ 3.69 Lakhs as against ₹ 0.83 Lakhs during the financial year 2021- 22. The increase in depreciation was around 344.89 % which was due to purchase of Fixed Assets during the year. Other Expenses: Our Company has incurred ₹ 107.91 Lakhs during the Financial Year 2022-23 on other expenses as against ₹ 166.22 Lakhs during the financial year 2021-22. There was a decrease of 35.08% mainly due (i) decrease in clearing and forwarding charges during the year. Restated profit before tax: Net profit before tax for the financial year 2022-23 increased to ₹ 141.27 Lakhs as compared to ₹ 15.88 Lakhs in the financial year 2021-22. The increase of 789.33 % was majorly due to factors as mentioned above. Restated profit for the year: As a result of the foregoing factors, our profit after tax for the year 2022-23 increase by 855.58 % from net profit of ₹ 11.06 Lakhs in financial year 2021-22 to net profit ₹ 105.66 lakhs in financial year 2022-23. Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations: An analysis of reasons for the changes in significant items of income and expenditure is given hereunder: 1. Unusual or infrequent events or transactions There has not been any unusual trend on account of our business activity except in the FY2022-23. In FY2022-23, the company has exported certain products to a country named Guinea, however, post-exporting the government of importing country imposed restrictions on usage of medicines imported from countries other then France. The exported medicines were lying in the importing country port till eight months and an order was passed by the government to burn them. Due to this, the company suffered an abnormal loss of Rs. 1,25,34,100. Except as disclosed in this Draft Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company. 2. Significant economic changes that materially affected or are likely to affect income from continuing operations. There are no significant economic changes that may materially affect or are likely to affect income from continuing operations. 221 | Pa g e3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations. Apart from the risks as disclosed under Section “Risk Factors” beginning on page 28 of the Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations. 4. Future changes in relationship between costs and revenues Other than as described in the sections “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 28, 148 and 213 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances. 5. Segment Reporting Our business activity primarily falls within a single business and geographical segment, other than as disclosed in “Restated Financial Statements” on page 207, we do not follow any other segment reporting 6. Status of any publicly announced New Products or Business Segment Except as disclosed in the Chapter “Our Business” on page 148 of this Draft Red Herring Prospectus, our Company has not announced any new product or service. 7. Seasonality of business Our Company is engaged in the business of export of medicines and local sales of medicines. 8. Dependence on single or few customers or suppliers Our top ten customers contribute 94.39 %, 97.45%, 100% and 100% of our total sales for the year/period ended on November 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 respectively. Our top ten suppliers contribute 63.55%, 52.70%, 74.22 % and 78.76% of our total purchase for the year/period ended on November 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 respectively. 9. Competitive conditions We face competition from existing and potential competitors which is common for any business. We have, over a period of time, developed certain competitors who have been discussed in section titles “Business Overview” beginning on page no. 148 of this Draft Red Herring Prospectus. This space has been left blank intentionally 222 | Pa g eSECTION VIII – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPEMENT Expect as stated in this section, as on date of this Draft Red Herring Prospectus, there are no outstanding: (i) criminal proceedings involving our Company, Directors, and Promoters; (ii) actions by statutory or regulatory authorities involving our Company, Directors, and Promoters; (iii) claims related to direct and indirect taxes involving our Company, Directors, and Promoters; (iv) civil litigation proceedings involving our Company, Directors, and Promoters, determined as material in accordance with our Company’s policy for determination of materiality as per regulations provided under SEBI (LODR) Regulations (“Materiality Policy”); and (v) other civil proceedings involving our Company, Directors, and Promoters wherein a monetary liability is not determinable or quantifiable, or which does not exceed the threshold as specified in (iv) above, which if results in an adverse outcome would have a material adverse effect on the business, operations, performance, prospects, financial position or reputation of the Company. Further, as on date of this Draft Red Herring Prospectus, except as disclosed in this section: (i) Neither our Company nor Directors and Promoters have been declared as wilful defaulters or fraudulent borrowers by the RBI, SEBI, or any other Governmental authority and, except as disclosed in this section in relation to litigation, there are no violations of securities laws committed by them in the past or pending against them and no directions have been issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action; (ii) there are no show-cause notices / claims served on the Company, its Directors or its Promoters from any statutory authority / revenue authority that would have a material adverse effect on our business; (iii) our Company has no defaults in repayment of (a) statutory dues, (b) debentures and interest thereon, (c) deposits and interest thereon and (d) loans from any bank or financial institution and interest thereon (except where there is dispute under litigation); (iv) our Company has not made any default in annual filings of our Company under the Companies Act, 2013 or the rules made thereunder; (v) there are no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of our Company and its future operations; (vi) there have been no acts of material fraud committed against our Company. In accordance with the Materiality policy, all pending litigation involving our Company, Directors, or its Promoters, as the case may be, other than criminal proceedings, statutory or regulatory actions and taxation matters, would be considered ‘material’ and will be disclosed in this section if it exceeds 10% of the total revenue of the Company as per the last restated financial statements, i.e., Rs. 2,22,59,800/-. Unless stated to the contrary, the information provided below is as on the date of the Draft Red Herring Prospectus. I. LITIGATION INVOLVING OUR COMPANY 1. Litigation against our Company: a. Litigation Involving Criminal Law: NIL b. Litigation Involving Civil Laws: NIL c. Litigation Involving Actions by Statutory/Regulatory Authorities: NIL d. Litigation Involving Tax Liabilities: i. Direct Tax Liabilities: 1. Income Tax Demand Notice 2024202437338809374C dated 27 December 2024 issued by the Income Tax Department to the Company under section 143(1) with respect to payment of outstanding dues of Rs. 76,60,230 for Assessment Year 2024-25. ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL 2. Litigations filed by our Company: a. Litigations Involving Criminal Laws: NIL b. Litigation Involving Civil Laws: NIL c. Litigations Involving Actions by Statutory/Regulatory Authorities: NIL d. Litigations Involving Tax Liabilities: NIL i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL 223 | Pa g ee. Other Pending Material Litigations: NIL II. LITIGATION INVOLVING DIRECTORS OF OUR COMPANY 1. Litigation against Directors of our Company: a. Litigation Involving Criminal Law: NIL b. Litigation Involving Civil Laws: NIL c. Litigation Involving Actions by Statutory/Regulatory Authorities: NIL d. Litigation Involving Tax Liabilities: i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL 2. Litigations filed by Directors of our Company: a. Litigations Involving Criminal Laws: NIL b. Litigation Involving Civil Laws: NIL c. Litigations Involving Actions by Statutory/Regulatory Authorities: NIL d. Litigations Involving Tax Liabilities: NIL i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL III. LITIGATION INVOLVING PROMOTERS OF OUR COMPANY 1. Litigation against Promoters of our Company: a. Litigation Involving Criminal Law: NIL b. Litigation Involving Civil Laws: NIL c. Litigation Involving Actions by Statutory/Regulatory Authorities: 1. Securitisation Application No. 122/2013 filed by Corporation Bank (now merged with Union Bank of India) (“Lender Bank”) against Sequel Pharmaceuticals (India) Private Limited (“Sequel”), in which Saili Jayaram More was a Director and Guarantor, in the Court of District Magistrate Thane under the Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 for the outstanding amount of Rs. 2445.50 lakhs due to default in payment of loan taken against immovable properties. However, the said outstanding dues was settled through One Time Settlement (“OTS”) Scheme for Rs. 930 Lakhs. The Loan Closure Letter has been issued by the Lender Bank dated 19 May 2017 stating that all the accounts have been settled and closed. d. Litigation Involving Tax Liabilities: i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL 2. Litigations filed by Promoters of our Company: a. Litigations Involving Criminal Laws: NIL b. Litigation Involving Civil Laws: NIL c. Litigations Involving Actions by Statutory/Regulatory Authorities: NIL d. Litigations Involving Tax Liabilities: NIL i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL IV. LITIGATIONS INVOLVING SUBSIDIARIES OF OUR COMPANY Our Company does not have any Subsidiary and therefore this is not applicable to the extent of Subsidiaries. 224 | Pa g eV. LITIGATIONS INVOLVING GROUP COMPANIES OF OUR COMPANY 1. Litigation against Group Companies of our Company: a. Litigation Involving Criminal Law: NIL b. Litigation Involving Civil Laws: NIL c. Litigation Involving Actions by Statutory/Regulatory Authorities: 1. Case No. IA 293/2021 in Company Petition (IB)/ 1130(MB) 2017 dated 21 February 2019 filed by Jeetendra Daryani, the (Insolvency Professional) in the matter of Vertex Chemicals v/s Arient Scientific Private Limited in the National Company Law Tribunal (Mumbai Bench) in which the liquidation was approved for the Group Company Arient Scientific Private Limited (“Corporate Debtor”). However, the Order dated 31st July 2024 has been passed for dissolution of the Corporate Debtor and IA No. 293/2021 stands closed. d. Litigation Involving Tax Liabilities: i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL 2. Litigations filed by Group Companies of our Company: a. Litigations Involving Criminal Laws: NIL b. Litigation Involving Civil Laws: NIL c. Litigations Involving Actions by Statutory/Regulatory Authorities: NIL d. Litigations Involving Tax Liabilities: NIL i. Direct Tax Liabilities: NIL ii. Indirect Tax Liabilities: NIL e. Other Pending Material Litigations: NIL VI. OUTSTANDING DUES TO SMALL SCALE UNDERTAKING OR ANY OTHER CREDITORS For identification of material creditors, a creditor of the Company shall be considered to be material for the purpose of disclosure in this Draft Red Herring Prospectus, if amounts due to such creditors exceeds the lower of 5% of the gross turnover or 2% of the net worth of the Company whichever is lower of the Trade payable as per the latest restated financial statements of the Company, as disclosed in this Draft Red Herring Prospectus. As on November 30, 2024, the details of outstanding dues owed by our Company to the following class of creditors are set out below: ( ₹ in lakhs) Amount Outstanding as on 30th Particulars No. of Creditors November, 2024 Total Outstanding dues to Micro, Small 1 49.26 and Medium Enterprise Total Outstanding dues to Other 7 272.05 creditors Total 8 321.32 VII. MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET DATE Except as disclosed in the chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 213 of this Draft Red Herring Prospectus, in the opinion of our Board, there have not arisen, since November 30, 2024, any circumstances that materially or adversely affect or are likely to affect our profitability or the value of our consolidated assets or our ability to pay material liabilities within the next 12 months. 225 | Pa g eGOVERNMENT AND OTHER APPROVALS Our Company has received the necessary licenses, permissions and approvals from the Central Government and appropriate State Governments and other government agencies / regulatory authorities / certification bodies required to undertake the Issue or continue our business activities. Our Company undertakes to obtain all material approvals and licenses and permissions required to operate our present business activities. It must, however, be distinctly understood that in granting the approvals, the Government of India and other authorities do not take any responsibility for the financial soundness of our Company or for the correctness of any of the statements or any commitments made, or opinions expressed on this behalf. The following statements set out the details of licenses, permissions and approvals obtained by the Company under various Central and State legislations for carrying out its business activities. The Company has its business located at the following location: Registered Office: 4th Floor Office No A-431 Balaji Bhavan, Plot No 42A, Sector-11 CBD Belapur, Navi Mumbai, Thane, Maharashtra, India, 400614 Sr. Nature of Issuing Authority Registration/ Date of Validity No. Licenses/ Granting License No. Approval Granted Renewal/ Approval A. Corporate Approvals 1 Certificate of Office of the Registrar of U24304MH2019PTC324187 16 April Until Incorporation in Companies, Mumbai, 2019 cancelled or name of “Asston Maharashtra, surrendered Pharmaceuticals Government of India, Limited” Ministry of Corporate Affairs 2. Certification of Office of the Registrar of U24304MH2019PLC324187 29 August, Until Incorporation Companies, Mumbai, 2024 cancelled or consequent upon Maharashtra, surrendered Conversion to Government of India, Public Company. Ministry of Corporate Affairs 3. UDYAM Ministry of Micro, Small UDYAM-MH-18-0360100 22 July, Until Certificate and Medium Enterprises 2024 cancelled or surrendered (Asston Pharmaceuticals Private Limited) 4. International National Securities INE0SJX01015 27 Until Securities Depository Limited December, cancelled or Identification 2023 surrendered Number (ISIN) B. Tax-Related Approvals 1 Permanent Account Income Tax Department, AASCA1841Q 16 April, Until Number (PAN) Government of India 2019 cancelled or Asston surrendered Pharmaceuticals Limited 2 Tax Deduction Income Tax Department, MUMA59111D 16 April, Until Account Number Government of India 2019 cancelled or (TAN) for Asston surrendered 226 | Pa g eSr. Nature of Issuing Authority Registration/ Date of Validity No. Licenses/ Granting License No. Approval Granted Renewal/ Approval Pharmaceuticals Private Limited. 3 Goods and Services Central Board of Indirect 27AASCA1841Q1Z0 5 August, NA Tax (GST) for Taxes and Custom 2019 Asston Pharmaceuticals Limited 4 Professional Tax The Maharashtra State 99503344985P 1 April, Until Enrolment Tax on Professions, 2019 cancelled or Certificate Trades, Callings and surrendered Employment Act, 1975 5 Professional Tax Employer registration 27811745357P 01 Until Registration Certificate under September, cancelled or Certificate No. Professional Tax Act 2019 surrendered C. Business Related Approvals 1 Importer-Exporter Directorate General of AASCA1841Q 10 August, Until Code Foreign Trade, Ministry 2019 cancelled or of Commerce and surrendered Industry 2 FSSAI License Government of India 10021022000966 11 April, 10 April 2026 Food Safety and 2021 Standards Authority of India License under FSS Act, 2006 3 Approval for Food & Drug 6123823 2 - factory map Administration, December Maharashtra 2024 4 Employees’ State Employees’ State 3400087160000999 15 January Until Insurance Insurance Corporation 2025 surrendered or registration under ESI Act, 1948 cancelled 5 Employees’ Employees' Provident THVSH3472120000 15 January Until Provident Fund Fund Organisation under 2025 surrendered or registration Employees' Provident cancelled Fund and Miscellaneous Provisions Act, 1952 6 Licence to sell, Food & Drugs MH-TZ7-333169 25 June, 24 June 2029 stock or exhibit (or Administration, Nashik, 2024 offer) for sale or Maharashtra distribute by wholesale, drugs other than those specified 227 | Pa g eSr. Nature of Issuing Authority Registration/ Date of Validity No. Licenses/ Granting License No. Approval Granted Renewal/ Approval 7 Licence to sell, Food & Drugs MH-TZ7-333170 25 June, 24 June 2029 stock or exhibit (or Administration, Nashik, 2024 offer) for sale or Maharashtra distribute by wholesale drugs specified in Schedules C and C(1) [excluding those specified in Sch. X] 8 Additional Product Food & Drugs MH/104371A 25 January, 24 January Permission for Administration, Nashik, 2022 2027 Amodiaquine Maharashtra Suspension 50 mg / 5 ml 9 Additional Product Food & Drugs MH/104371A 25 January, 24 January Permission for Administration, Nashik, 2022 2027 Artemether 20 mg Maharashtra & Lumefantrine 120 mg Dry Syrup 10 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Artemether 80 mg Maharashtra & Lumefantrine 480 mg Tablets 11 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Co- Administration, Nashik, 2022 2027 trimoxazole Tablets Maharashtra BP 480 mg 12 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Dextromethorphan Maharashtra Hydrobromide & Chlorphenamine Maleate 13 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Paracetamol & Maharashtra Chlorphenamine Maleate Syrup 14 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Co- Administration, Nashik, 2022 2027 trimoxazole Oral Maharashtra Suspension BP 15 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Diclofenac Maharashtra 228 | Pa g eSr. Nature of Issuing Authority Registration/ Date of Validity No. Licenses/ Granting License No. Approval Granted Renewal/ Approval Potassium Tablets USP 100 mg 16 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Ibuprofen, Maharashtra Paracetamol & Caffeine Tablets 17 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Metronidazole Oral Maharashtra Suspension BP 125 mg 18 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Paracetamol Oral Maharashtra Suspension BP 125 mg 19 Additional Product Food & Drugs MH/104371A 25 January 24 January Permission for Administration, Nashik, 2022 2027 Paracetamol Maharashtra Tablets BP 500 mg 20 Loan licence to Food & Drugs MH/104371A 25 January 24 January manufacture for Administration, Nashik, 2022 2027 sale or for Maharashtra distribution of drugs other than those specified in Schedules, C, C(1) and X (Third-party manufacturing license) 21 Loan Licence to Food & Drugs MH/104372A 25 January 24 January manufacture for Administration, Nashik, 2022 2027 sale {or for Maharashtra distribution of} drugs specified in Schedules C and C(1) {excluding those Specified in Sch. X} (Third- party manufacturing license) 22 Good Food & Drugs 6122912 11 October 10 October Manufacturing Administration 2024 2025 Practices – Quality (Maharashtra State) Management System certification 229 | Pa g eSr. Nature of Issuing Authority Registration/ Date of Validity No. Licenses/ Granting License No. Approval Granted Renewal/ Approval D. Environment-Related Approvals 1 Consent to Operate Maharashtra Pollution 240500607 8 May 31 January Control Board 2024 2027 2 Fire NOC Maharashtra Industrial MFS-LA/RF-0075 7 6 November Development Coporation November 2025 2024 E. Trademarks 1 EATE FIN Trade Mark Registry, 4929483 1 April, NA Mumbai 2021 2 VASACAM Trade Mark Registry, 6066220 14 August, NA Mumbai 2023 3 DICLOFA Trade Mark Registry, 6426244 10 May, NA Mumbai 2024 4 ROUTINE SET Trade Mark Registry, 6426245 10 May, NA Mumbai 2024 5 DICLORENT Trade Mark Registry, 6426246 10 May, NA Mumbai 2024 F. Domain 1 www.asstonph https://godaddy.com.llc/ D58C34263655F415AAF 6 June 6 June 2025 2022 armaceuticals.com 5C010A62CBF3CB-IN 230 | Pa g eOTHER REGULATORY AND STATUTORY DISCLOSURES AUTHORITY FOR THE ISSUE Our Board of Directors have vide resolution dated December 10, 2024 authorized the Issue, subject to the approval by the shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013.The shareholders have authorized the Issue, by passing a Special Resolution at the Extra Ordinary General Meeting held on January 06, 2025 in accordance with the provisions of Section 62(1)(c) of the Companies Act, 2013. IN-PRINCIPLE APPROVAL The Company has obtained approval from BSE vide letter dated [●] to use the name of BSE in this Issue Document for listing of equity shares on the SME Platform of BSE Limited. BSE is the designated stock exchange. PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES We confirm that our Company, Promoter, Promoter Group and Directors have not been declared as wilful defaulter(s) or fraudulent borrowers by the RBI or any other governmental authority. Further, there has been no violation of any securities law committed by any of them in the past and no such proceedings are currently pending against any of them. We confirm that our Company, Promoter, Promoter Group or Directors have not been prohibited from accessing or operating in the capital markets under any order or direction passed by SEBI or any other regulatory or Governmental Authority.  Neither our Company, nor Promoter, nor Promoter Group, nor any of our Directors or persons in control of our Company are / were associated as promoters, directors or persons in control of any other Company which is debarred from accessing or operating in the capital markets under any order or directions made by the SEBI or any other regulatory or Governmental Authorities.  None of our Directors are associated with the securities market and there has been no action taken by the SEBI against the Directors or any other entity with which our Directors are associated as Promoter or Director.  Neither our Promoter, nor Promoter Group, nor any of our Directors is declared as Fugitive Economic Offender.  Neither our Company, nor our Promoter, nor Promoter Group nor our Directors, are Wilful Defaulters or fraudulent borrowers. PROHIBITION BY RBI Neither our Company, nor Promoter, nor Promoter Group, nor any of our Directors or the person(s) in control of our Company have been identified as a wilful defaulter or fraudulent borrowers. by the RBI or other governmental authority and there has been no violation of any securities law committed by any of them in the past and no such proceedings are pending against any of them except as details provided under chapter titled “Outstanding Litigations and Material Developments” beginning on page 223 of this Draft Red Herring Prospectus. COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018 Our Company, Promoter and Promoter Group, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as on the date of this Draft Red Herring Prospectus. DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET None of our Directors are associated with the securities market and there has been no outstanding action initiated by SEBI against them in the five years preceding the date of this Draft Red Herring Prospectus. ELIGIBILITY FOR THE ISSUE Our Company is an “unlisted issuer” in terms of the SEBI (ICDR) Regulations, 2018 and this Issue is an “Initial Public Offer” in terms of the SEBI (ICDR) Regulations, 2018. Our Company is eligible in terms of Regulation 228, 229(2) and 230 of SEBI (ICDR) Regulations, 2018 and other provisions of Chapter IX of the SEBI (ICDR) Regulations, 2018, Our Company is eligible for the Issue in accordance with Regulation 229(2) of the SEBI (ICDR) Regulations, 2018 and other provisions of Chapter IX of the SEBI (ICDR) Regulations, 2018, as we are an Issuer whose post issue paid up capital shall not be more than ₹25.00 Crores and we may hence, Issue Equity Shares to the public and propose to list the same on the Small and Medium Enterprise Exchange [in this case being the “SME Platform of BSE Limited”]. 231 | Pa g eOur Company was originally incorporated as “Asston Pharmaceuticals Private Limited”, a private limited company under Companies Act, 2013, pursuant to a certificate of incorporation dated April 16, 2019 issued by Registrar of Companies, Mumbai, Maharashtra. Thereafter, our Company was converted into a public limited company and the name of our Company was changed from “Asston Pharmaceuticals Private Limited” to “Asston Pharmaceuticals Limited” vide fresh certificate of incorporation dated August 29, 2024 issued by the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identification Number of our Company is U24304MH2019PLC324187. We confirm that: In accordance with Regulation 246 the SEBI ICDR Regulations, the book running Book Running Lead Manager shall ensure that the Issue or shall file copy of the Red Herring Prospectus with SEBI along with relevant documents as required at the time of filing the Red Herring Prospectus to SEBI. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, 2018, this Issue is 100% underwritten and that the Book Running Lead Manager to the Issue shall underwrite minimum 15% of the total issue size. For further details, pertaining to said underwriting please refer to chapter titled “General Information-Underwriting” beginning on page 71 of this Draft Red Herring Prospectus. In accordance with Regulation 261(1) of the SEBI (ICDR) Regulations, 2018, we hereby confirm that we will enter into an agreement with the Book Running Lead Manager and a Market Maker to ensure compulsory Market Making for a minimum period of three years from the date of listing of Equity Shares in this Issue on the SME Platform of BSE Limited. For further details of the arrangement of market making please refer to chapter titled “General Information” beginning on page 71 and details of the Market Making Arrangements for this please refer to chapter titled “The Issue” beginning on page 62 of this Draft Red Herring Prospectus. In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, 2018, we shall ensure that the total number of proposed allottees in the Issue shall be greater than or equal to fifty (50), otherwise, the entire application money will be refunded forthwith. If such money is not repaid within eight working 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 eight working days, be liable to repay such application money, with an interest at the rate as prescribed under SEBI (ICDR) Regulations 2018, the Companies Act, 2013 and applicable laws. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine and / or imprisonment in such a case. As per Regulation 229(3) of the SEBI (ICDR) Regulations, 2018, our Company satisfies track record and / or other eligibility conditions of SME Platform of BSE Limited in accordance with the Restated Financial Statements, prepared in accordance with the Companies Act, 2013 and restated in accordance with the SEBI ICDR Regulations as below: 1. Our Company was incorporated on April 16, 2019 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai, Maharashtra. 2. As on the date of this Draft Red Herring Prospectus, our Company has a total paid-up capital (face value) of ₹627.13 Lakhs comprising 62,71,360 Equity Shares of ₹10/- each and the Post Issue paid-up Capital (face value) will be ₹851.29 Lakhs comprising 85,12,960 Equity Shares which shall be below ₹2,500.00 Lakhs. 3. Our Company confirms that it has track record of more than 3 years as on the date of filing of Draft Red Herring Prospectus. 4. As per the Restated Financial Statements, our company has operating profit (earnings before interest, depreciation and tax excluding other income) in two out of the three proceeding financial year depicted as follows: EBITDA as per Restated financial statements: (₹ in Lakhs) Particulars As on 31.03.2024 As on 31.03.2023 As on 31.03.2022 EBITDA 254.58 151.66 (35.55) 5. As per the Restated Financial Statements disclosed in this Draft Red Herring Prospectus, the Net worth of our company (excluding revaluation reserves) as per Restated Financial Statements is ₹254.58 Lakhs and ₹151.66 as at March 31, 2024 and March 31, 2023 respectively, and hence is positive. The Net worth is based on the Restated Financial Statements was calculated as the sum of share capital and reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account. 6. As per Restated Standalone Financial Statements disclosed in this Draft Red Herring Prospectus, the net tangible assets are ₹639.00 Lakhs as at March 31, 2024, hence more than ₹300.00 Lakhs as on the date of filing of this Draft Red Herring Prospectus. The Net Tangible Assets as at March 31, 2024 based on the Restated Financial Statements was calculated as the net worth minus intangible assets. 232 | Pa g e7. The Leverage ratio (Total Debts to Equity) of the Company as on November 30, 2024 was 0.71:1 which is less than the limit of 3:1. 8. Our Company has not been referred to Board for Industrial and Financial Reconstruction (BIFR) or no proceedings have been admitted under Insolvency and Bankruptcy Code against our company and promoting companies. 9. There is no winding up petition against the company, which has been admitted by NCLT/ Court of competent jurisdiction or a liquidator has not been appointed. 10. None of the Directors of our Company have been categorized as a Wilful Defaulter or fraudulent borrowers. 11. There is no winding up petition against the Company, which has been admitted by a court of competent jurisdiction or liquidator has not been appointed. 12. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the past three years against the Company. 13. Other Disclosures: a. We have disclosed all material regulatory or disciplinary action by a stock exchange or regulatory authority in the past one year in respect of promoter/promoting company(ies), group Company, companies promoted by the promoter/promoting company(ies) of our company in the Draft Red Herring Prospectus. b. 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, promoter/promoting company(ies), group Company, companies promoted by the promoter/promoting company(ies) during the past three years except as mentioned in the Draft Red Herring Prospectus. c. We have disclosed the details of our company, promoter/promoting company(ies), group Company, companies promoted by the promoter/promoting company(ies) litigation record, the nature of litigation, and status of litigation. For details, please refer the chapter “Outstanding Litigations and Material Developments” beginning on page 223 of this Draft Red Herring Prospectus. d. We have disclosed all details of the track record of the directors, the status of criminal cases filed or nature of the investigation being undertaken with regard to alleged commission of any offence by any of its directors and its effect on the business of the company, where all or any of the directors of issuer have or has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences etc. For Details, refer the chapter “Outstanding Litigations and Material Developments” beginning on page 223 of this Draft Red Herring Prospectus. As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that: a. The Draft Red Herring Prospectus has been filed with BSE and our Company has made an application to BSE for listing of its Equity Shares on the SME Platform of BSE Limited. BSE is the Designated Stock Exchange. b. Our Company has entered into an agreement dated January 24, 2024 with NSDL and agreement dated February 09, 2024 with CDSL for dematerialisation of its Equity Shares already issued and proposed to be offered. c. The entire pre- Issue capital of our Company has fully paid-up Equity Shares and the Equity Shares proposed to be issued pursuant to this IPO are fully paid-up. d. The entire Equity Shares of the Company in dematerialization form. e. The fund requirements set out for the Objects of the Issue are proposed to be met entirely from the Net Proceeds. Accordingly, our Company confirms that there is no requirement 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 Issue as required under the SEBI ICDR Regulations. For details, please refer the chapter “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230 (2) of the SEBI ICDR Regulations, to the extent applicable. Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 228 of the SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 228 of the SEBI ICDR Regulations are as follows: 233 | Pa g e1. Neither our Company nor our Promoters, members of our Promoter group or our directors is debarred from accessing the capital markets by the SEBI. 2. None of our Promoters or Directors is Promoters or director of any other companies which are debarred from accessing the capital markets by the SEBI. 3. Neither our Company nor our Promoters or Directors is a wilful defaulter or a fraudulent borrower. 4. None of our Promoters or Directors is a fugitive economic offender. COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS Our Company is in compliance with the provisions specified in Part A of Schedule VI of the 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 OFFER DOCUMENT TO 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 THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE BOOK RUNNING BOOK RUNNING LEAD MANAGER HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE OFFEROR IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS OFFER DOCUMENT, THE BOOK RUNNING BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE OFFER OR DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING BOOK RUNNING LEAD MANAGER, SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JANUARY 16, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THE FILING OF THIS OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER 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 BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS OFFER DOCUMENT. Note: All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to the Issue will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 33(1) and 33(2) of the Companies Act. DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING BOOK RUNNING LEAD MANAGER Our Company and the Book Running Lead Manager accepts no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information, including our Company’s website, www.asstonpharmaceuticals.com, or the website of any affiliate of our Company, would be doing so at his or her own risk. The Book Running Book Running Lead Manager accept no responsibility, save to the limited extent as provided in the Issue Agreement and the Underwriting Agreement to be entered into between the Underwriter and our Company and Market Maker Agreement entered into among Market Maker and our Company. All information shall be made available by our Company, and the BRLMs to the Bidders and the public at large and no selective or additional information would be made available for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or elsewhere. 234 | Pa g eInvestors who apply in the 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 of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriter 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 the Equity Shares in the issue. The Book Running Book Running Lead Manager and their respective associates and affiliates may engage in transactions with, and perform services for, our Company, our Promoter Group, Group Company, or our affiliates or associates in the ordinary course of business and have engaged, or may in future engage, in commercial banking and investment banking transactions with our Company, our Promoter Group, Group Company, and our affiliates or associates for which they have received and may in future receive compensation 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 majors, HUFs, companies, corporate bodies and societies registered under applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, 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, 2013, AIFs state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with a minimum corpus of ₹2,500.00 Lakhs and pension funds with a minimum corpus of ₹2,500.00 Lakhs, and permitted non-residents including FIIs, Eligible NRIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India provided that they are eligible under all applicable laws and regulations to hold Equity Shares of our Company. The Draft Red Herring 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 Draft Red Herring 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 jurisdiction of the competent court(s) in Mumbai, Maharashtra, 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. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been any change in the affairs of our Company or that the information contained herein is correct as of any time subsequent to this date. No person outside India is eligible to Bid for Equity Shares in the Issue unless that person has received the preliminary offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India. DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “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 Regulations under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold outside the United States in compliance with Regulations of the Securities Act and the applicable laws of the jurisdiction where those offers 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 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 Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. DISCLAIMER CLAUSE OF THE SME PLATFORM OF BSE LIMITED 235 | Pa g eAs required, a copy of the Draft Red Herring Prospectus shall be submitted to the SME Platform of BSE Limited. The Disclaimer Clause as intimated by the SME Platform of BSE Limited to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and Prospectus prior to the filing with RoC. FILING OF DRAFT RED HERRING PROSPECTUS/ RED HERRING PROSPECTUS/ PROSPECTUS WITH THE SEBI/ ROC The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer Document in terms of Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Red Herring Prospectus/ Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in. A copy of the Red Herring Prospectus/ Prospectus, along with the documents required to be filed under Section 26 & 32 of the Companies Act, 2013 will be filed to the RoC Office situated at Registrar of Companies, Mumbai, Maharashtra. LISTING The Equity Shares Offered through the Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited. Application have been made to the SME Platform of BSE Limited for obtaining permission for listing of the Equity Shares being offered and sold in the issue on its SME Platform of BSE Limited after the allotment in the Issue. BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue. Our company has obtained In-principle approval from BSE vide letter dated [●] to use name of BSE in the Red Herring Prospectus for listing of equity shares on SME Platform of BSE Limited. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/ Issue Closing Date or such period as may be prescribed by SEBI. If our Company does not allot Equity Shares pursuant to the Issue within such timeline as prescribed by SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period in accordance with applicable law. 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-  Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or  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  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 to action under Section 447 of the Companies, Act 2013. CONSENTS Consents in writing of Our Directors, Our Promoter, Our Company Secretary & Compliance Officer, Chief Financial Officer, Our Statutory Auditor, Our Banker to the Company, Book Running Book Running Lead Manager, Registrar to the Issue, Legal Advisor to the Issue, Banker to the Issue/ Sponsor Bank*, Syndicate Members*, Underwriter to the Issue* and Market Maker to the Issue to act in their respective capacities have been be obtained as required under Section 26 and 32 of the Companies Act, 2013 and shall be filed along with a copy of the Red Herring Prospectus/ Prospectus with the RoC, as required under Sections 26 & 32 of the Companies Act, 2013 and such consents will not be withdrawn up to the time of delivery of the Red Herring Prospectus/ Prospectus for registration with the RoC. *The aforesaid will be appointed prior to filing of Red Herring Prospectus with RoC and their consents as above would be obtained prior to the filing of the Red Herring Prospectus with RoC. In accordance with the Companies Act and the SEBI (ICDR) Regulations, 2018, M/s. Doshi Doshi & Co., Chartered Accountants, Statutory Auditors of the Company has agreed to provide their written consent to the inclusion of their 236 | Pa g erespective reports on Statement of Possible Tax Benefits relating to the possible tax benefits and restated financial statements as included in this Draft Red Herring Prospectus/ Prospectus in the form and context in which they appear therein and such consent and reports will not be withdrawn up to the time of delivery of the Red Herring Prospectus/ Prospectus for registration with the RoC. EXPERT TO THE ISSUE Except as stated below, our Company has not obtained any expert opinions:  Statement of Tax Benefits dated December 27, 2024 issued by our Statutory Auditors M/s. Doshi Doshi & Co., Chartered Accountants  Report of the Auditor on the Restated Financial Information of the Company, which comprises of the Restated Balance Sheet, the Restated Profit and Loss Information and Restated Cash Flow Information for the period ended on November 30, 2024 and the Financial Year ended on March 31, 2024, March 31, 2023 and March 31, 2022 and of our Company dated December 10, 2024. EXPENSES TO THE ISSUE The expenses of this Issue include, among others, underwriting and management fees, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. For details of total expenses of the Issue, refer to chapter “Objects of the Issue” beginning on page 101 of this Draft Red Herring Prospectus. DETAILS OF FEES PAYABLE Fees Payable to the Book Running Book Running Lead Manager. The total fees payable to the Book Running Lead Manager will be as per the Mandate Letter issued by our Company to the Book Running Book Running Lead Manager, the copy of which is available for inspection at our Registered Office. Fees, Brokerage and Selling Commission payable. The total fees payable to the Book Running Book Running Lead Manager will be as per the (i) Memorandum of Understanding dated January 10, 2025 with the Book Running Book Running Lead Manager, (ii) the Underwriting Agreement dated [●] with the Underwriter and (iii) the Market Making Agreement [●] with the Market Maker, a copy of which is available for inspection at our Registered Office from 10.00 AM to 5.00 PM on Working Days from the date of the Draft Red Herring Prospectus until the Bid/Issue Closing Date. Fees Payable to the Registrar to the Issue. The fees payable to the Registrar to the Issue for processing of applications, data entry, printing of CAN, tape and printing of bulk mailing register will be as per the agreement between our Company, and the Registrar to the Issue dated March 23, 2024 a copy of which is available for inspection at our Company’s Registered Office. The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty, and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable it to send allotment advice by registered post/speed post. PREVIOUS PUBLIC OR RIGHTS ISSUES DURING THE LAST THREE YEARS We have not made any rights to the public and public issues in the past, and we are an “Unlisted Company” in terms of the SEBI ICDR Regulations and this Issue is an “Initial Public Offer” in terms of the SEBI ICDR Regulations. COMMISSION AND BROKERAGE PAID ON PREVIOUS ISSUES OF OUR EQUITY SHARES IN LAST THREE YEARS Since this is an Initial Public Offer of the 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 the Equity Shares since inception of the Company. CAPITAL ISSUES DURING THE LAST THREE YEARS BY OUR COMPANY, LISTED GROUP COMPANY, SUBSIDIARIES & ASSOCIATES OF OUR COMPANY Except as disclosed in Chapter titled “Capital Structure” beginning on page 82 of Draft Red Herring Prospectus, our Company has not made any capital issue during the previous three years. Except as disclosed in Chapter titled “Our Group Company” beginning on page 206 of Draft Red Herring Prospectus, our Company has no other group company. 237 | Pa g ePERFORMANCE VIS-À-VIS OBJECTS Our Company is 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. Therefore, data regarding promise versus performance is not applicable to us OUTSTANDING DEBENTURES OR BOND ISSUES OR REDEEMABLE PREFERENCE SHARES As on the date of this Draft Red Herring Prospectus, our Company has no outstanding debentures, bonds or redeemable preference shares. STOCK MARKET DATA OF EQUITY SHARES This being an Initial Public Offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and accordingly, no stock market data is available for the Equity Shares. MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES The Registrar Agreement provides for retention of records with the Registrar to the Issue for a period of three years from the date of listing and commencement of trading of the Equity Shares to enable the Bidders to approach the Registrar to the Issue for redressal of their grievances. The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All grievances, other than of Anchor Investors may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details such as name of the sole or First Bidder, ASBA Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of ASBA Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchange with a copy to the Registrar to the Issue. All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the Book Running Book Running Lead Manager where the Bid cum Application Form was submitted by the Anchor Investor. In case of any delay in unblocking of amounts in the ASBA Accounts exceeding four Working Days from the Bid / Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding four Working Days from the Bid / Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs in accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications, for the stipulated period. In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the BRLMs shall compensate the investors at the rate higher of ₹100 or 15% per annum of the application amount for the period of such delay. Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from the investor, for each day delayed, the Book Running Book Running Lead Manager shall be liable to compensate the 238 | Pa g einvestor ₹100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the investor grievance is received till the date of actual unblock. Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. For helpline details of the Book Running Book Running Lead Manager pursuant to the SEBI/HO/CFD/DIL- 2/OW/P/2021/2481/1/M dated March 16, 2021, see “General Information – Book Running Book Running Lead Manager” beginning on page 71 of this Draft Red Herring Prospectus Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated Intermediary in addition to the information mentioned hereinabove All grievances relating to Bids submitted with Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders. Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under the SEBI ICDR Regulations. Anchor Investors are required to address all grievances in relation to the Issue to the BRLM. Our Company has also appointed V, Company Secretary and Compliance Officer for the Issue. For details, see “General Information” beginning on page 71 of this Draft Red Herring Prospectus. STATUS OF INVESTOR COMPLAINTS We confirm that we have not received any investor compliant during the three years preceding the date of this Draft Red Herring Prospectus and hence there are no pending investor complaints as on the date of this Draft Red Herring Prospectus. DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY Our Company estimates that the average time required by our Company or the Registrar to the Issue or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be 7 (seven) days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints within 30 days of receipt of complaint or upon receipt of satisfactory documents. Our Company shall, after filing of this Draft Red Herring Prospectus, obtain authentication on the SCORES in terms of the SEBI circular bearing number CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and shall comply with SEBI circular bearing number CIR/OIAE/1/2014 dated December 18, 2014 in relation to redressal of investor grievances through SCORES. Further, our Board by a resolution on March 19, 2024 has also constituted a Stakeholders’ Relationship Committee. The composition of the Stakeholders’ Relationship Committee is as follows: Name of the Member Nature of Directorship Designation in Committee Mr. Sachin Chandrakant Non-Executive Director Chairperson Badakh Ms. Vijaya Eknath Shahapurkar Non-Executive Independent Director Member Mr. Rishabh Kumar Jain Non-Executive Independent Director Member For further details, please see the chapter titled “Our Management” beginning on page 185 of this Draft Red Herring Prospectus. TAX IMPLICATIONS Investors who are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of the Equity Shares at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such resale and whether the Equity Shares are sold on the Stock Exchanges. For details, please refer the section titled “Statement of Possible Tax Benefits” beginning on page 125 of this Draft Red Herring Prospectus. 239 | Pa g ePURCHASE OF PROPERTY Other than as disclosed in Section “Business Overview” beginning on page 148 of this Draft Red Herring Prospectus there is no property which has been purchased or acquired or is proposed to be purchased or acquired which is to be paid for wholly or partly from the proceeds of the present Issue or the purchase or acquisition of which has not been completed on the date of this Draft Red Herring Prospectus. Except as stated elsewhere in this Draft Red Herring Prospectus, our Company has not purchased any property in which the Promoters and/or Directors have any direct or indirect interest in any payment made there under. CAPITALIZATION OF RESERVES OR PROFITS Save and except as stated in “Capital Structure” beginning on page 82 of this Draft Red Herring Prospectus, our Company has not capitalized its reserves or profits at any time since inception. REVALUATION OF ASSETS There has not been any revaluation of assets since incorporation of the Company. SERVICING BEHAVIOUR There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or deposits. PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY Except 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 or superannuation. Except as disclosed under chapter titled “Our Management” beginning on page 185 and chapter “Restated Financial Statements” beginning on page 207 of this Draft Red Herring Prospectus none of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company. PRICE INFORMATION OF THE PAST ISSUES HANDLED BY THE BOOK RUNNING BOOK RUNNING LEAD MANAGER For details regarding the price information and track record of the past issue handled by SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED, as specified in the circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by SEBI, please refer to Annexure “A” to this Draft Red Herring Prospectus and the website of BRLM at www.sobhagyacapital.com. Track Record of the public issues managed by the BRLM as specified in Circular reference CIR/MIRSD/1/2012 Dated January 10, 2012 issued by the SEBI; The Lead Merchant Banker has not filed any issues, main board or SME issues, on any of the stock exchanges in the current financial year and two financial years preceding the current financial year other than Safety Controls & Devices Limited in emerge platform of National Stock Exchange of India Limited and Amtech Esters Limited in BSE Limited. TRACK RECORD OF PAST ISSUES HANDLED BY BOOK RUNNING BOOK RUNNING LEAD MANAGER For details regarding track record of the Book Running Lead Manager to the Issue as specified in the Circular reference no. CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Book Running Lead Manager at www.sobhagyacapital.com. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI Our company has not applied or received any exemption from complying with any provisions of securities laws by SEBI. No person connected with the Issue shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the Issue, except for fees or commission for services rendered in relation to the Issue. 240 | Pa g eSECTION IX – ISSUE RELATED INFORMATION TERMS OF THE ISSUE The Equity Shares being Allotted pursuant to this Issue shall be subject to the provisions of the Companies Act, SEBI (ICDR) Regulations, SEBI (LODR) Regulations, SCRA, SCRR, our Memorandum of Association and Articles of Association, the terms of this Draft Red Herring Prospectus, the Prospectus, the Abridged Prospectus, Application Form, any Revision Form, the CAN / Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents / certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchange(s), the RBI, RoC and / or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchange(s), the RoC and / or any other authorities while granting its approval for the Issue. Please note that, in terms of Regulation 256 of the SEBI ICDR Regulations 2018 read with SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the applicants have to compulsorily apply through the ASBA Process and 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 (together, the “UPI Circular”) 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+6 days until March 31, 2020 (“UPI Phase II”). 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. However, due to the outbreak of COVID19 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, vide SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase III has been notified, and accordingly the revised timeline of T+3 days (i.e., the time duration from public issue closure to listing of be 3 Working Days) has been made applicable in two phases i.e., (i) voluntary for all public issues opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023 (“UPI Phase III”). Accordingly, the Issue will be undertaken pursuant to the processes and procedures under UPI Phase II, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with circular no. 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 SEBI Circular no. SEBI/HO/CFD/P/CIR/2022/75 dated May 30, 2022 has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to collect the application forms. Investor may visit the official website of the concerned for any information on operationalization of this facility of form collection by the Registrar to the Issue and Depository Participants as and when the same is made available. AUTHORITY FOR THE ISSUE The present Public Issue of up to 22,41,600 Equity Shares which have been authorized by a resolution of the Board of Directors of our Company at their meeting held on December 10, 2024 and was approved by the Shareholders of the Company by passing Special Resolution at the Extra-Ordinary General Meeting held on January 06, 2025 in accordance with the provisions of Section 62 (1) (c) of the Companies Act, 2013. RANKING OF EQUITY SHARES The Equity Shares being issued shall be subject to the provisions of the Companies Act 2013, our Memorandum and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares including in respect of the rights to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment. For further details, please see the chapter titled “Main Provision of the Articles of Association” beginning on page 283 of this Draft Red Herring Prospectus. MODE OF PAYMENT OF DIVIDEND 241 | Pa g eThe declaration and payment of dividend will be as per the provisions of Companies Act, 2013 the Articles of Association, the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other rules, regulations or guidelines as may be issued by the Government of India in connection thereto and recommended by the Board of Directors and approved by the Shareholders at their discretion 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 dividend, if declared, to our Shareholders as per the provisions of the Companies Act and our Articles of Association. Further Interim Dividend (if any, declared) will be approved by the Board of Directors. For further details in relation to dividends, please refer to sections titled, “Dividend Policy” and “Main Provision of the Article of Association”, beginning on page 205 and 283 respectively, of this Draft Red Herring Prospectus. FACE VALUE, ISSUE PRICE, FLOOR PRICE AND PRICE BAND The face value of each Equity Share is ₹10 and the Issue Price is ₹[●] per Equity Share. The Floor Price is ₹[●] per Equity Share and at the Cap Price is ₹[●] per Equity Share, being the Price Band. The Anchor Investor Issue Price is ₹[●] per Equity Share. The Issue Price, Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the BRLMs, and advertised in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper and [●] editions of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered Office is located), each with wide circulation, at least two Working Days prior to the Bid/ Issue Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. 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 on the respective websites of the Stock Exchanges. The Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager, after the Bid/ Issue Closing Date on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process. At any given point of time, there shall be only one denomination of Equity Shares, unless otherwise permitted by law. COMPLIANCE WITH SEBI (ICDR) REGULATIONS Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. RIGHTS OF THE EQUITY SHAREHOLDERS Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity shareholders shall have the following rights: a) Right to receive dividend, if declared; b) Right to receive Annual Reports and notices to members; c) Right to attend general meetings and exercise voting rights, unless prohibited by law; d) Right to vote on a poll either in person or by proxy; e) Right to receive offer for rights shares and be allotted bonus shares, if announced; f) Right to receive surplus on liquidation subject to any statutory and preferential claim being satisfied; g) Right of free transferability subject to applicable law, including any RBI rules and regulations; and h) Such other rights, as may be available to a shareholder of a listed public limited company under the Companies Act, 2013, the terms of the SEBI (LODR) Regulations, 2015 and the Memorandum and Articles of Association of our Company. For a detailed description of the provisions of the Articles of Association relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, please refer to the chapter titled “Main Provision of the Articles of Association” beginning on page 283 of this Draft Red Herring Prospectus. ALLOTMENT ONLY IN DEMATERIALISED FORM 242 | Pa g eAs per the provisions of the Depositories Act, 1996 and the regulations made under and Section 29(1) of the Companies Act, 2013 the Equity Shares to be allotted must 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. As per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form for all investors. The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same may be modified by SME Platform of BSE Limited (“BSE Limited”) from time to time by giving prior notice to investors at large. In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to the Company: a) Tripartite Agreement dated January 24, 2024 between NSDL, our Company and Registrar to the Company; and b) Tripartite Agreement dated February 09, 2024 between CDSL, our Company and Registrar to the Company; c) The ISIN no of the company is INE0SJX01015. MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT Trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares in terms of the SEBI circular no. CIR/MRD/DSA/06/2012 dated February 21, 2012 and the same may be modified by BSE 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 [●] Equity Share subject to a minimum allotment of [●] Equity Shares to the successful Applicants. Further, in accordance with SEBI (ICDR) Regulations the minimum application size in terms of number of specified securities shall not be less than Rupees One Lakhs per application. MINIMUM NUMBER OF ALLOTTESS The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective allottees is less than 50, no allotment will be made pursuant to this Issue and all the monies blocked by the SCSBs or Sponsor Bank shall be unblocked within 6 Working days of closure of issue. JOINT HOLDERS Where 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. NOMINATION FACILITY TO 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 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. In accordance with Articles of Association of the Company, any Person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, shall upon the production of such evidence as may be required by the Board, elect either: (a) to register himself or herself as the holder of the Equity Shares; or (b) to make such transfer of the Equity Shares, as the deceased holder could have made. Further, the Board of Directors 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 days, the Board of Directors 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. 243 | Pa g eSince the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination with us. Nominations registered with the respective depository participant of the applicant would prevail. If the investors require changing the nomination, they are requested to inform their respective depository participant. WITHDRAWAL OF THE ISSUE Our Company in consultation with the Book Running Lead Manager, 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 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 Book Running Lead Manager, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Applicants within one day of receipt of such notification. Our Company shall also promptly inform the Stock Exchange 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 of the Stock Exchange, which our Company shall apply for after Allotment the final RoC approval of the Prospectus after it is filed with the RoC. If our Company, in consultation with BRLM, 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 Prospectus with the Stock Exchange. BID/ISSUE PROGRAM An indicative timetable in respect of the Issue is set out below: Event Indicative Date Bid/Issue Opening Date [●](1) Bid/Issue Closing Date [●](2)(3) Finalization of Basis of Allotment with Designated Stock Exchange On or before [●] Initiation of refunds /unblocking of funds from ASBA Account* On or before [●] Credit of Equity Shares to demat accounts of Allottees On or before [●] Commencement of trading of the Equity Shares on Stock Exchange On or before [●] 1. Our Company in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date in accordance with the SEBI ICDR Regulations. 2. Our Company in consultation with the BRLM, may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. 3. UPI mandate end time and date shall be at 5:00 pm IST on Bid/Issue Closing Date, i.e. [●] *In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Application Amount, whichever is higher from the date on which the request for cancellation / withdrawal / deletion is placed in the Stock Exchanges Applying platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Applicant shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application Amount, the Applicant shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding four Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The post issue LM shall be liable for compensating the Applicant at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are unblocked. 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 read with SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. 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 SEBI Circular No. SEEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The above timetable other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation or liability on our Company or the BRLM. 244 | Pa g eAny circulars or notifications from the SEBI after the date of this Draft Red Herring Prospectus may result in changes to the timelines. Further, the issue procedure is subject to change to any revised circulars issued by the SEBI to this effect. 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 Exchanges are taken within such time as prescribed by SEBI, the timetable may be extended due to various factors, such as extension of the Bid/Issue Period by our Company in consultation with the BRLM, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. In terms of the SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, our Company shall within three days from the closure of the Offer, refund the subscription amount received in case of non – receipt of minimum subscription or in case our Company fails to obtain listing or trading permission from the Stock Exchanges for the Equity Shares. 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. The Shareholder, severally and not jointly, has specifically confirmed that it shall extend such reasonable support and co-operation required by our Company and the BRLM for completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchange within such time as prescribed by SEBI. The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/Issue Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing hours of the Working Day. In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within such time as prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Submission of Bids (other than Bids from Anchor Investors) Bid Period (except the Bid/Issue Closing Date) Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time(“IST”) Bid/ Issue Closing Date Submission and Revision in Bids* Only between 10.00 a.m. and 3.00 p.m. IST * UPI mandate end time and date shall be at 5.00 pm IST on Bid/Issue Closing Date On the Bid/Issue Closing Date, the Bids shall be uploaded until: i. 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and ii. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange in case of Bids by RIBs. On Bid/Issue Closing Date, extension of time will be granted by Stock Exchange only for uploading Bids received by RIBs after taking into account the total number of Bids received and as reported by the Book Running Lead Manager to the Stock Exchange. It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Due to the limitation of time available for uploading the Bid-Cum- Application Forms on the Bid/Issue Closing Date, Bidders are advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later than 3.00 p.m. (IST) on the Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bid-Cum- Application Forms are received on the Bid/ Issue Closing Date, as is typically experienced in public Offer, some Bid-Cum- Application Forms may not get uploaded due to the lack of sufficient time. Such Bid-Cum- Application Forms that cannot be uploaded will not be considered for allocation under this Offer. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the BRLM is liable for any failure in uploading the Bid-Cum- Application Forms due 201 to faults in any software/hardware system or otherwise; or blocking of application amount by SCSBs on receipt of instructions from the Sponsor Bank due to any errors, omissions, or otherwise non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in the UPI Mechanism. \ Our Company in consultation with the Book Running Lead Manager, reserves the right to revise the Price Band during the Bid Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised 245 | Pa g eaccordingly, but the Floor Price shall not be less than the Face Value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Retail Individual Bidders can revise or withdraw their Bid-Cum- Application Forms prior to the Bid/ Issue Closing Date. Allocation to Retail Individual Bidders, in this Issue will be on a proportionate basis. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid-Cum Application Form, for a particular Bidder, the details as per the file received from Stock Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid-Cum- Application Form, for a particular ASBA Bidder, the Registrar to the Issue shall ask the relevant SCSBs /RTAs / DPs / stock brokers, as the case may be, for the rectified data. In case of revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional Working Days after such revision, subject to the Bid/ Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLMs, for reasons to be recorded in writing, may extend the Bid/ Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public announcement and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the same. MINIMUM SUBSCRIPTION This Issue is not restricted to any minimum subscription level. In accordance with Regulation 260 (1) of ICDR Regulations, this Issue is 100% underwritten. As per Section 39 of the Companies Act, 2013, if the “stated minimum amount” has not been subscribed and the sum payable on application is not received within a period of 30 days from the date of Prospectus, the application money has to be returned within such period as may be prescribed. If our Company does not receive the 100% subscription of the Issue through the offer Document including devolvement of Underwriters, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. If there is a delay beyond four days after our Company becomes liable to pay the amount, our Company and our Directors, who are officers in default, shall pay interest at the rate of 15% per annum. In the event of an under-subscription in the Offer, Equity Shares offered pursuant to the Fresh Issue shall be allocated in the Issue prior to the Equity Shares offered pursuant to the Offer for Sale. If our Company does not receive the subscription of 100% of the Issue through this Offer document including devolvement of Underwriters, our Company shall forthwith unblock the entire subscription amount received. If there is a delay beyond 8 days after our Company becomes liable to pay the amount, our Company shall pay interest prescribed under section 73 of the Companies Act, 2013 and applicable law. The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective allottees is less than fifty (50), no allotment will be made pursuant to this Issue and the monies blocked by the SCSBs shall be unblocked within four (4) working days of closure of Issue. In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred percent underwritten. Thus, the underwriting obligations shall be for the entire hundred percent of the Issue through this Draft Red Herring Prospectus and shall not be restricted to the minimum subscription level. Further, in accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum application size shall not be less than ₹1.00 Lakhs (Rupees One Lakhs) per application. 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. NO RESERVATION FOR EIGIBLE NRIS, FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH SEBI AND QFIS It is to be understood that there is no reservation for Eligible NRIs or FIIs registered with SEBI or VCFs or QFIs. Such Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation. 246 | Pa g eNRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is not less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and 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 foreign direct investment (“FDI”) Policy and the non-resident shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the Government of India/RBI while granting such approvals. AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN THIS ISSUE The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FIIs and foreign venture capital investors registered with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors. The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the Government of India/RBI while granting such approvals. 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 Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the Lead Manager 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 this Draft Red Herring 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 [●] shares in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012 and the same may be modified by SME Platform of BSE Limited from time to time by giving prior notice to investors at large. However, 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 SME Platform of BSE Limited. RESTRICTIONS, IF ANY ON TRANSFERE AND TRANSMISSION OF EQUITY SHARES Except for lock-in of the pre-Issue Equity Shares and Minimum Promoters’ Contribution in the Issue as detailed in the chapter “Capital Structure” beginning on page 82 of this Draft Red Herring Prospectus and except as provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of shares and on their consolidation / splitting except as provided in the Articles of Association. For details, please refer to the chapter titled “Main Provision of the Articles of Association” beginning on page 283 of this Draft Red Herring Prospectus. ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM Investors should note that Allotment of Equity Shares to all successful Applicants will only be in the dematerialized form in compliance of the Companies Act, 2013. Furnishing the details depository account is mandatory and applications without depository account shall be treated as incomplete and rejected. The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges. 247 | Pa g eApplicants will not have the option of getting Allotment of the Equity Shares in physical form. Allottees shall have the option to re-materialize the Equity Shares, if they so desire, as per the provision of the Companies Act and the Depositories Act. MIGRATION TO MAIN BOARD In accordance with the BSE Circular dated November 26, 2012, our Company will have to be mandatorily listed and traded on the BSE SME for a minimum period of two years from the date of listing and only after that it can migrate to the Main Board of the BSE as per the guidelines specified by SEBI and as per the procedures laid down under Chapter IX of the SEBI ICDR Regulations. As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the mainboard of BSE from the BSE SME on a later date subject to the following: 1. If the paid-up capital of the Company is likely to increase above ₹25 crores by virtue of any further Issue of capital by way of rights, preferential offer, bonus offer etc. (which has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the promoter in favour 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), we shall have to apply to BSE for listing our shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board. 2. If the paid-up capital of the Company is more than ₹10 crores but below ₹25 crores, we 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 promoter shareholders in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. MARKET MAKING The shares offered though this issue are proposed to be listed on the SME Platform of BSE Limited, wherein the Book Running Lead Manager to this Issue shall ensure compulsory Market Making through the registered Market Makers of the SME Platform of BSE Limited for a minimum period of three years from the date of listing of shares offered though this Draft Red Herring Prospectus. For further details of the agreement entered into between the Company, the Book Running Lead Manager and the Market Maker; please see “General Information” beginning on page 71 of this Draft Red Herring Prospectus. NEW FINANCIAL INSTRUMENTS The Issuer Company is not issuing any new financial instruments through this Issue. PRE-ISSUE ADVERTISEMENT Subject to Section 30 of the Companies Act, 2013 our Company shall, after registering the Prospectus with the RoC publish a pre-Issue advertisement, in the form prescribed by the SEBI (ICDR) 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 where the Registered Office of our Company is situated. JURISDICTION Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai. The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “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 under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold outside the United States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction where those offers 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 offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. 248 | Pa g eISSUE STRUCTURE This Issue is being made in terms of Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time to time, whereby, an issuer whose post issue paid up capital is less than or equal to ₹10 crores and upto ₹25 crores, shall issue shares to the public and propose to list the same on the SME Platform of BSE Limited (“SME Exchange”, in this case being the SME Platform of BSE Limited). For further details regarding the salient features and terms of such an issue, please refer chapter titled “Terms of Issue” and “Issue Procedure” beginning on page 241 and 254 respectively of this Draft Red Herring Prospectus. ISSUE STRUCTURE This Issue comprised of Initial Public Issue of up to 22,41,600 equity shares of face value of ₹10/- each for cash at a price of [●] per equity share including a share premium of ₹[●] per equity share (the “Issue Price”) aggregating to ₹[●] Lakh (“The Issue”) by our Company. The Issue comprises a reservation of up to 1,12,800 Equity Shares of face value of ₹10.00/- each for cash at a price of ₹[●] per equity share including a share premium of ₹[●] per equity share aggregating to ₹[●] Lakhs will be reserved for subscription by Market Maker to the issue (the “Market Maker Reservation Portion”). The Issue less the Market Maker Reservation Portion i.e., Net Issue to Public of up to 21,28,800 Equity Shares of face value of ₹10.00/- each at a price of ₹[●] per equity share including a share premium of ₹[●] per equity share aggregating to ₹[●] lakhs (“the Net Issue”). The Issue and the Net Issue will constitute [●]% and [●]%, respectively of the post Issue paid up equity share capital of the Company. The Issue is being made through the Book Building Process. Particulars Market Maker QIBs (1) Non-Institutional Retail Individual Reservation Portion Investors/Bidders Investors/Bidders Number of Equity Upto 1,12,800 Equity Not more [●] Equity Not less than Not less than Shares available for Shares. Shares. [●] Equity Shares [●] Equity Shares allocation or available for available for allotment (2) allocation allocation Percentage of Issue [●] % of the Issue Size Not more than Not less than 15% Not less than 35% Size available for Size. 50% of the Net Issue of Net Issue. of Net Issue. Allocation or being available for allotment allocation to QIB Bidders. However, up to 5% of the Net QIB Portion will be available for allocation proportionately to Mutual Funds only. Mutual Funds participating in the Mutual Fund Portion will also be eligible for allocation in the remaining QIB Portion (excluding the Anchor Investor Portion). The unsubscribed portion in the Mutual Fund Portion will be added to the Net QIB Portion. Basis of Allotment (3) Firm allotment Proportionate as Proportionate basis Proportionate basis follows (excluding the subject to minimum subject to minimum Anchor Investor allotment of [●] allotment of [●] Portion): Equity Shares and Equity Shares. For further allotment in details, see “Issue multiples of [●] Procedure” 249 | Pa g eParticulars Market Maker QIBs (1) Non-Institutional Retail Individual Reservation Portion Investors/Bidders Investors/Bidders (a) Up to [●] Equity Equity Shares. For beginning on page Shares shall be details, see “Issue 254 of this Draft available for Procedure” beginning Red Herring allocation on a on page 254 of this Prospectus. proportionate basis to Draft Red Herring Mutual Funds only; Prospectus. and (b) Up to [●] Equity Shares shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds receiving allocation as per (a) above. (c) Up to 60% of QIB Portion (of upto 6,37,200 Equity Shares) may be allocated on a discretionary basis to Anchor Investors of which one-third shall be available for allocation to Domestic Mutual Funds only, subject to valid Bid received from Mutual Funds at or above the Anchor Investor Allocation Price Mode of Bid Only through ASBA ASBA only except for Only through ASBA Through ASBA Process Anchor Investors (4) Process Process, Through Banks or by using UPI ID for payment Mode of allotment Compulsorily in dematerialized form Minimum Bid Size [●] Equity Shares [●] Equity Shares and Such number of [●] Equity Shares in multiples of [●] Equity Shares and in Equity Shares multiples of [●] thereafter Equity Shares that the Bid Amount exceeds ₹2.00 Lakhs. Maximum Bid Size [●] Equity Shares Such number of Such number of Such number of Equity Shares in Equity Shares in Equity Shares in multiples of [●] Equity multiples of [●] multiples of [●] Shares not exceeding Equity Shares not Equity Shares so the size of the Net exceeding the size of that the Bid Amount Offer, (excluding the the Net Issue does not exceed Anchor portion), (excluding the QIB ₹2.00 Lakhs. subject to limits portion), subject to applicable to each applicable limits Bidder Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter 250 | Pa g eParticulars Market Maker QIBs (1) Non-Institutional Retail Individual Reservation Portion Investors/Bidders Investors/Bidders Trading Lot [●] Equity Shares, [●] Equity Shares and [●] Equity Shares and [●] Equity Shares However the Market in multiples thereof in multiples thereof and in multiples Maker may accept odd thereof lots if any in the market as required under the SEBI ICDR Regulations Who can apply? Market Maker Public financial Resident Indian Resident Indian institutions as individuals, Eligible individuals, HUFs specified in Section NRIs, HUFs (in the (in the name of 2(72) of the name of Karta), Karta) and Eligible Companies Act 2013, companies, corporate NRIs applying for scheduled bodies, scientific Equity Shares such commercial banks, institutions, societies, that the Bid amount multilateral and family offices, trusts, does not exceed bilateral development FPIs who are ₹2.00 Lakhs in financial institutions, individuals, value. mutual funds corporate bodies and registered with SEBI, family offices. FPIs other than individuals, corporate bodies and family offices, VCFs, AIFs, FVCIs, registered with SEBI, state industrial development corporation, insurance company registered with IRDAI, provident fund with minimum corpus of ₹2500 lakhs , pension fund with minimum corpus of ₹2500 lakhs, National Investment Fund set up by the Government of India, 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 and Systemically Important NBFCs, in accordance with applicable laws including FEMA Rules. Terms of Payment In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor Investors) 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. In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids. (5) Mode of Bid Only through the ASBA process. 251 | Pa g e(1) Our Company in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹200.00 Lakhs, (ii) minimum of two and maximum of fifteen Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹200.00 Lakhs but up to ₹2,500.00 Lakhs under the Anchor Investor Portion, subject to a minimum Allotment of ₹100.00 Lakhs per Anchor Investor, and (iii) in case of allocation above ₹2,500.00 Lakhs under the Anchor Investor Portion, a minimum of five such investors and a maximum of fifteen Anchor Investors for allocation up to ₹2,500.00 Lakhs, and an additional ten Anchor Investors for every additional ₹2,500.00 Lakhs or part thereof will be permitted, subject to minimum allotment of ₹100.00 Lakhs per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹200.00 Lakhs. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at which allocation is made to Anchor Investors. (2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI ICDR Regulations, this is an Issue for at least 25% of the post issue paid-up Equity share capital of the Company. This Issue is being made through Book Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI ICDR Regulations. (3) Subject to valid Bids being received at or above the Issue 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 Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws. (4) Anchor Investors are not permitted to use the ASBA process. (5) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum 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. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. (6) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. (7) SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the bank accounts of the Bidders. Accordingly, Stock Exchanges shall, for all categories of Bidders viz. QIBs, NIBs and RIBs and also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. (1) Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% 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 price Anchor Investor Allocation Price. (2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue for at least 25% of the post issue paid-up Equity share capital of the Company. This Issue is being made through Book Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations. The Bids by FPIs with certain structures as described under “Issue Procedure” beginning on page 254 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. Subject to valid Bids being received at or above the Issue 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 Book Running Book Running Lead Managers and the Designated Stock Exchange, subject to applicable laws. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. 252 | Pa g eIf the Bid is submitted in joint names, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the depository account held in joint names. The signature of only the first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the final data for the purpose of Allotment. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 253 | Pa g eISSUE PROCEDURE All Applicants should review the General Information Document for Investing in Public Issue, prepared and issued in accordance with the SEBI circular no CIR/CFD/DIL/12/2013 dated October 23, 2013 notified by SEBI and updated pursuant to SEBI Circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and updated pursuant to SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 (the “General Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The General Information Document is available on the websites of Stock Exchange, the Company and the Book Running Lead Manager. 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 process and timeline of T+6 days. (“UPI Phase I”). The UPI Phase-I was effective till June 30, 2019. Subsequently, for applications by Retail Individual Investors 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 Retail Individual Investors (“UPI Phase III”), as may be prescribed 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 Draft Red Herring 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 (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. 254 | Pa g eConsequent 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 Draft Red Herring 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 Stockbrokers, 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 https://www.bseindia.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, Designated 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 to 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 BSE to act as intermediaries for submitting Application Forms are provided on https://www.bseindia.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 Draft Red Herring Prospectus. Bidders are advised 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 Draft Red Herring Prospectus. BOOK BUILDING PROCEDURE In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 252 of SEBI ICDR Regulations, 2018, the Issue is being made for at least 25% of the post-Issue Paid-up Equity Share capital of our Company. The Issue is being made under Regulation 229(2) of Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 via book building process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to QIBs, provided that our Company and may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, 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 the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, and 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 Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 255 | Pa g e35% of the Issue shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Subject to valid Bids being received at or above the Issue 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 a combination of categories at the discretion of our Company in consultation with the BRLM, and the Designated Stock Exchange. However, under- subscription, if any, in the QIB Portion will not be allowed to be met with spillover from other categories or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Issue, subject to applicable laws. Investors must ensure that their PAN is linked with Aadhar and are in compliance with the notification dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021. BID CUM APPLICATION FORM Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available at the offices of the BRLM, the Designated Intermediaries at Bidding Centers, 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 the NSE, at least one day prior to the Bid/ Issue Opening Date. Copies of the Anchor Investor Application Form will be available at the offices of the BRLM. All Bidders (other than Anchor Investors) shall mandatorily participate in the Issuer only through the ASBA process. ASBA Bidders must provide either (i) the bank account details or authorization to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to be rejected. Applications made by the RIIs using third party bank account or using third party linked bank account UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Issue through the ASBA process. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centers only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. Since the Issue is made under Phase II of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below: I. RIIs (other than the RIIs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. II. RIIs using the UPI Mechanism, may submit their ASBA Forms with the 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. III. QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors, the Anchor Investor Application Form will be available at the office of the BRLM. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB. The prescribed colour of the Bid cum Application Form for various categories is as follows: Category Colour of Application Form* Anchor Investor** White Resident Indians, including resident QIBs, Non-Institutional Investors, Retail White Individual Investors and Eligible NRIs applying on a non-repatriation basis 256 | Pa g eCategory Colour of Application Form* Non-Residents including eligible NRI's, FPI’s, FIIs, FVCIs, etc. applying on a Blue repatriation basis (ASBA) *Electronic Bid cum Application Form will also be available for download on the website of the BSE (www.bseindia.com). ** Bid cum application for Anchor Investor shall be made available at the Office of the BRLM. Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by RIIs (without using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock exchange(s) and shall submit/deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has a bank account and shall not submit it to any non-SCSB Bank. Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after accepting the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application details, including UPI ID, in the electronic bidding system of stock exchange(s). Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Red Herring Prospectus. The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor Bank at the time of submitting the Application. 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”). S. 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 (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for this activity) 5. A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock exchange as eligible for this activity) Retails investors 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: For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic submitted by bidding system as specified by the stock exchange and may begin blocking funds available in Investors to SCSB: the bank account specified in the form, to the extent of the application money specified. For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and submitted by upload the relevant details in the electronic bidding system of the stock exchange. Post investors to uploading, they shall forward a schedule as per prescribed format along with the Bid Cum intermediaries other Application Forms to designated branches of the respective SCSBs for blocking of funds within than SCSBs: one day of closure of Issue. For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and submitted by upload the relevant application details, including UPI ID, in the electronic bidding system of investors to stock exchange. Stock exchange shall share application details including the UPI ID with intermediaries other sponsor bank on a continuous basis, to enable sponsor bank to initiate mandate request on than SCSBs with use investors for blocking of funds. Sponsor bank shall initiate request for blocking of funds through of UPI for NPCI to investor. Investor to accept mandate request for blocking of funds, on his/her mobile payment: application, associated with UPI ID linked bank account. 257 | Pa g eStock 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 ID 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 Red Herring Prospectus, without prior or subsequent notice of such changes to the Bidders. AVAILABILITY OF RED HERRING 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 Centers, 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 BSE (www.BSEindia.com) at least one day prior to the Bid/Issue Opening Date. WHO CAN APPLY? As per the existing RBI regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through Government Route and with the prior approval of RBI if the investment is through Automatic Route on case to case basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI or prior approval from Government, as the case may be. On submission of such approval along with the Application Form, the OCB shall be eligible to be considered for share allocation. Each Applicants should check whether it is eligible to apply under applicable law. Furthermore, certain categories of Applicants, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Applicants are requested to refer to the Red Herring Prospectus for more details. Subject to the above, an illustrative list of Applicants is as follows: a) Indian nationals resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended, in single or as a joint application and minors having valid demat account as per Demographic Details provided by the Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to accept the Applications belonging to an account for the benefit of minor (under guardianship); b) 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; c) 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; d) QIBs; e) Mutual Funds registered with SEBI; f) 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; g) 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); h) FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a foreign individual under the QIB Portion; i) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares; j) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non- Institutional applicant’s category; k) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development Corporations; l) Foreign Venture Capital Investors registered with the SEBI; m) 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; 258 | Pa g en) Scientific and/or Industrial Research Organizations authorized to invest in equity shares; o) Insurance Companies registered with Insurance Regulatory and Development Authority, India; p) Provident Funds with minimum corpus of ₹25 Crores and who are authorized under their constitution to hold and invest in equity shares; q) Pension Funds with minimum corpus of ₹25 Crores and who are authorized under their constitution to hold and invest in equity shares; r) 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; s) Insurance funds set up and managed by army, navy or air force of the Union of India; t) Multilateral and bilateral development financial institution; u) Eligible QFIs; v) Insurance funds set up and managed by army, navy or air force of the Union of India; w) Insurance funds set up and managed by the Department of Posts, India; x) Any other person eligible to applying in this Issue, under the laws, rules, regulations, guidelines and policies applicable to them. Applications not to be made by: 1. Minors (except under guardianship). 2. Partnership firms or their nominees. 3. Foreign Nationals (except NRIs). 4. Overseas Corporate Bodies. 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. MAXIMUM AND MINIMUM APPLICATION SIZE 1. For Retail Individual Bidders: The Application must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so as to ensure that the Application Price payable by the Bidder does not exceed ₹2,00,000/-. In case of revision of Applications, the Retail Individual Bidders have to ensure that the Application Price does not exceed ₹2,00,000/-. 2. For Other than Retail Individual Bidders (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/- and in multiples of [●] Equity Shares thereafter. An application cannot be submitted for more than the Net Issuer 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. In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the Application Amount is greater than ₹2,00,000/- for being considered for allocation in the Non-Institutional Portion. Bidders 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 Draft Red Herring Prospectus. The above information is given for the benefit of the Bidders. The Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders 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. METHOD OF BIDDING PROCESS Our Company in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Issue and the same shall be advertised in all editions of the Financial Express English national newspaper, all editions of Hindi national newspaper [●] and Lucknow Edition of Regional newspaper [●] where the registered office of the company is situated, each with wide circulation at least two Working Days prior to the Bid / Issue Opening Date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period. 259 | Pa g ea) The Bid / Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Bid/ Issue Period maybe extended, if required, by an additional three Working Days, subject to the total Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period, if applicable, will be published in all editions of the English national newspaper Financial Express, all editions of Hindi national newspaper [●] and Lucknow Edition of Regional newspaper [●] where the registered office of the company is situated, each with wide circulation and also by indicating the change on the websites of the Book Running Book Running Lead Manager. b) During the Bid/ Issue Period, Retail Individual Bidders, should approach the BRLM or their authorized agents to register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities and it shall have the right to vet the Bids during the Bid/ Issue Period in accordance with the terms of the Red Herring Prospectus. ASBA Bidders should approach the Designated Branches or the BRLM (for the Bids to be submitted in the Specified Cities) to register their Bids. c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder/Applicant at or above the Issue Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically invalid. d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to either the same or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph “Buildup of the Book and Revision of Bids”. e) Except in relation to the Bids received from the Anchor Investors, the BRLM/the SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form. f) The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid/ Issue Period i.e. one working day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple Bids. g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “ISSUE PROCEDURE” beginning on page 254 of this Draft Red Herring Prospectus h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange. i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchange. j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request. k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the Bid cum Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue. 260 | Pa g eBIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS a) Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price disclosed. If the revised price band decided, falls within two different price bands than the minimum application lot size shall be decided based on the price band in which the higher price falls into. b) Our Company in consultation with the BRLM, will finalize the Issue Price within the Price Band, without the prior approval of, or intimation, to the Bidders. c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected. d) Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along with a cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non- Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price. e) The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other applicants. PARTICIPATION BY ASSOCIATES /AFFILIATES OF BRLM AND THE SYNDICATE MEMBERS The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members, if any, may subscribe the Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on behalf of their clients. Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the BRLM), Promoters and Promoter Group can apply in the Issue under the Anchor Investor Portion. OPTION TO SUBSCRIBE IN THE ISSUE a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form only. Investors will not have the option of getting allotment of specified securities in physical form. b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only. c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law. INFORMATION FOR THE BIDDERS 1. Our Company and the Book Running Book Running Lead Manager shall declare the Issue Opening Date and Issue Closing Date in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in prescribed format. 2. Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) days before the Issue Opening Date. 3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus will be available with the, the Book Running Book Running Lead Manager, the Registrar to the Issue, and at the Registered Office of our Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange. 4. Any Bidder who would like to obtain the Red Herring Prospectus and/ or the Bid Cum Application Form can obtain the same from our Registered Office. 261 | Pa g e5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register their applications. 6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by Applicants whose beneficiary account is inactive shall be rejected. 7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode of collecting either through an internet enabled collecting and banking facility or such other secured, electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Retail Individual Applicants has to apply only through UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and such Bid Cum Application Forms that do not contain such details are liable to be rejected. 8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA Account equal to the Application Amount specified in the Bid Cum Application Form, before entering the ASBA application into the electronic system. 9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first Bidder (the first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole identification number for participating transacting in the securities market, irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable to be rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person resident in the State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such Bidders. 10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form and entered into the electronic collecting system of the Stock Exchange Designated 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. BIDS 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 under- subscription 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 Bid cum 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. 262 | Pa g e 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 upto ₹2500.00 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 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) 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 selection of Anchor Investors will be clearly identified by the BRLM and made available as part of the records of the BRLM for inspection by SEBI. 11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. 12) Anchor Investors are not permitted to Bid in the Issue through the ASBA process. BIDS BY ELIGIBLE NRI’S Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the BRLM and the Designated Intermediaries. 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") ASBA 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 Bid cum Application Form. Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in colour). Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents (blue in colour). BIDS BY FPI INCLUDING FII’S In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration from SEBI shall be deemed to be an 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 a sub-account may participate in this Issue, in accordance with Schedule 2 of the FEMA Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations. In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository participant under the FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment of conversion fees under the SEBI FPI Regulations, participate in the Issue, until the expiry of its registration as a FII or sub-account, or until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by SEBI-registered FIIs or sub-accounts, which are not registered as FPIs, a certified copy of the certificate of registration as an FII issued by SEBI is 263 | Pa g erequired to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. In terms of the SEBI FPI Regulations, the Issue of Equity Shares to 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 sectorial 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. The existing individual and aggregate investment limits an FII or sub account in our Company is 10% and 24% of the total paid-up Equity Share capital of our Company, respectively. 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 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 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 an FPI against securities held by it that are listed or proposed to be listed on any recognized 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. 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. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non- Residents (blue in colour). BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S The SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment restrictions on the VCFs, FVCIs and AIFs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the investment restrictions on AIF’s. 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 Bidder on account of conversion of foreign currency. There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other categories for the purpose of allocation. BIDS BY HUFS Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application is being made in the name of the HUF in the Bid cum 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”. Bid cum Applications by HUFs may be considered at par with Bid cum Applications from individuals. 264 | Pa g eBIDS BY MUTUAL FUNDS No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid cum Application in whole or in part, in either case, without assigning any reason thereof. In case of a mutual fund, a separate Bid cum 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 Bids clearly indicate the scheme concerned for which the Bids has been made. The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the Applications are made. BIDS BY SYSTEMATICALLY IMPORTANT NON BANKING FINANCIAL COMPANIES In case of Applications made by Systemically Important Non - Banking Financial Companies, a certified copy of the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s), must be attached to the Bid cum Application Form. Failing this, our Company reserve the right to reject any Application, without assigning any reason thereof. Systemically Important Non- Banking Financial Companies participating in the Issue shall comply with all applicable legislations, regulations, directions, guidelines and circulars issued by RBI from time to time. BIDS BY LIMITED LIABILITY PARTNERSHIPS In case of Bids 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 Bid cum Application Form. Failing this, our Company reserves the right to reject any bid without assigning any reason thereof. Limited liability partnerships can participate in the Issue only through the ASBA process. APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIs APPLYING ON NON-REPATRIATION Application must be made only in the names of individuals, limited companies or statutory corporations / institutions and not in the names of minors (other than minor having valid depository accounts as per demographic details provided by the depositary), foreign nationals, 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 (HUF), partnership firms or their nominees. In case of HUFs, application shall be made by the Karta of the HUF. Eligible NRIs applying on a non-repatriation basis may make payments by inward remittance in foreign exchange through normal banking channels or by debits to NRE / FCNR accounts as well as NRO accounts. An applicant in the Net Public Category cannot make an application for that number of Equity Shares exceeding the number of Equity Shares Issued to the public. APPLICATION BY MUTUAL FUNDS As per the current regulations, the following restrictions are applicable for investments by mutual funds:  No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of any Company. Provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds.  No mutual fund under all its schemes should own more than 10% of any Company’s paid up share capital carrying voting rights. 265 | Pa g eThe Applications made by the asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which the Applications are made. 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 accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. 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. 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: a. 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; b. 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 c. 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 Issue shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. APPLICATION UNDER POWER OF ATTORNEY In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, FPI’s, Mutual Funds, insurance companies and provident funds with minimum corpus of ₹ 25 Crores (subject to applicable law) and pension funds with a minimum corpus of ₹ 25 Crores, 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, FPIs 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 ₹ 25 Crores (subject to applicable law) and pension funds with a minimum corpus of ₹ 25 Crores, 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. d. With respect to 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. 266 | Pa g eThe 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 the Company and the Book Running Lead Manager may deem fit. The 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 printing particulars on the refund order and 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 Book Running Lead Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Red Herring 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. The Applicants should note that in case the PAN, the DP ID and Client ID mentioned in the Application Form and entered into the electronic system of the Stock Exchanges does not match with the PAN, DP ID and Client ID available in the database of Depositories, the Application Form is liable to be rejected. BIDS BY PROVIDENT FUNDS / PENSION FUNDS In case of Bids made by provident funds with minimum corpus of ₹25 Crore (subject to applicable law) and pension funds with minimum corpus of ₹25 Crore, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid cum Application Form. Failing this, the Company reserves the right to accept or reject any bid in whole or in part, in either case, without assigning any reason thereof. BIDS BY BANKING COMPANY In case of Bids 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 Bid cum Application Form, failing which our Company reserves the right to reject any Bid by a banking company without assigning any reason. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non- financial services or 10% of the banks’ own paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt restructuring / strategic debt restructuring, or to protect the banks’ interest on loans / investments made to a company. The bank is required to submit a time bound action plan for disposal of such shares within a specified period to RBI. A banking company would require a prior approval of RBI to make (i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exception prescribed), and (ii) investment in a nonfinancial services company in excess of 10% of such investee company’s paid up share capital as Stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016. BIDS BY SCSB’S SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making Bid cum 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 Bid cum application in public issues and clear demarcated funds should be available in such account for such Bid cum applications. ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE 1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue. 267 | Pa g e2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder. ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA) BIDDERS In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders have to compulsorily apply through the ASBA Process. Our Company and the Book Running Book Running Lead Manager are not liable for any amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA Bid Cum 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 https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link. TERMS OF PAYMENT The entire Issue price of ₹[●]/- 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 to unblock the excess amount paid on Application to the Bidders. SCSBs 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. The Bidders should note that the arrangement with Bankers to the Issue or the Registrar 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 Bidders. PAYMENT MECHANISM The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an amount equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB 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, Non-Retail Bidders shall neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid Cum Application Form or for unsuccessful Bid Cum Application Forms, 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 Bidder, 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 Issue 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, Retail Individual Investors applying in public Issue have to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application. PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to note the following: Our Company in consultation with the Book Running Book Running Lead Manager, 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 payment into the Escrow Account should be drawn in favour of: a. In case of resident Anchor Investors: “Peshwa Wheat Limited” IPO - Anchor Account - R”. b. Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections from the Anchor Investors. 268 | Pa g eELECTRONIC REGISTRATION OF APPLICATIONS 1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange. 2. The Designated Intermediaries will undertake modification of selected fields in the application details already uploaded before 1.00 p.m. of next Working Day from the Issue Closing Date. 3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in relation to: a. the applications accepted by them; b. the applications uploaded by them c. the applications accepted but not uploaded by them or d. With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking the necessary amounts in the ASBA Accounts. In case of Application accepted and Uploaded by SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA Accounts. 4. Neither the Book Running Book Running Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible for any acts, mistakes or errors or omission and commissions in relation to: (i) The applications accepted by any Designated Intermediaries (ii) The applications uploaded by any Designated Intermediaries or (iii) The applications accepted but not uploaded by any Designated Intermediaries 5. The Stock Exchange will offer an electronic facility for registering applications for the Issue. This facility will available at the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The Designated Branches or agents of Designated Intermediaries can also set up facilities for off - line electronic registration of applications subject to the condition that they will subsequently upload the off - line data file into the online facilities on a regular basis. On the Issue Closing Date, the Designated Intermediaries shall upload the Book Running Book Running Lead Manager on a regular basis. 6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and RTAs shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated Branches of the SCSBs for blocking of funds: S. No. Details* 1. Symbol 2. Intermediary Code 3. Location Code 4. Application No. 5. Category 6. PAN 7. DP ID 8. Client ID 9. Quantity 10. Amount *Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields 7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries shall enter the following information pertaining to the Bidders into in the on-line system:  Name of the Bidder;  IPO Name:  Bid Cum Application Form Number;  Investor Category;  PAN (of First Bidder, if more than one Bidder);  DP ID of the demat account of the Bidder;  Client Identification Number of the demat account of the Bidder; 269 | Pa g e Number of Equity Shares Applied for;  Bank Account details;  Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where the ASBA Account is maintained; and  Bank account number. 8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the above- mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application Form number which shall be system generated. 9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the 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 as well as electronic mode. The registration of the Application by the Designated Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company. 10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind. 11. In case of Non-Retail Bidders and Retail Individual Bidders, applications would not be rejected except on the technical grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no right to reject applications, except on technical grounds. 12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the Book Running Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our company; our Promoter, our 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 this Draft Red Herring Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. 13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid/ Issue Closing Date to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to the Issue will receive this data from the Stock Exchange and will validate the electronic application details with Depository’s records. In case no corresponding record is available with Depositories, which matches the three parameters, namely DP ID, Client ID and PAN, then such applications are liable to be rejected. 14. The SCSBs shall be given one day after the Bid/ Issue Closing Date to send confirmation of Funds blocked (Final certificate) to the Registrar to the Issue. 15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details for applications. BUILD OF THE BOOK a. Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This information may be available with the BRLM at the end of the Bid/ Issue Period. b. Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical representation of consolidated demand and price as available on the websites of the Stock Exchange may be made available at the Bidding centers during the Bid/ Issue Period. WITHDRAWAL OF BIDS a. RIIs can withdraw their Bids until Bid/ Issue Closing Date. In case a RII wishes to withdraw the Bid during the Bid/ Issue Period, the same can be done by submitting a request for the same to the concerned Designated Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account. b. The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage. PRICE DISCOVERY AND ALLOCATION 270 | Pa g ea. Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall finalize the Issue Price and the Anchor Investor Issue Price. b. The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the RHP. For details in relation to allocation, the Bidder may refer to the RHP. c. Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other category or combination of categories at the discretion of the Issuer and the in consultation with the BRLM and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not available for subscription to other categories. d. In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted from the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer to the RHP. e. In case if the Retail Individual Investor category is entitled to more than the allocated portion on proportionate basis, the category shall be allotted that higher percentage. f. Allocation to Anchor Investors shall be at the discretion of our Company and in consultation with the BRLM, subject to compliance with the SEBI Regulations. Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors. Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00% The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories. Signing of Underwriting Agreement and Filing of Red Herring Prospectus/ Prospectus with RoC a. Our company has entered into an Underwriting Agreement dated [●]. b. A copy of Red Herring Prospectus will be registered with the ROC and copy of Prospectus will be registered with ROC in terms of Section 32 of Companies Act, 2013 and Section 26 of Companies Act, 2013. PRE - ISSUE ADVERTISEMENT Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus with the ROC, publish a Pre - Issue advertisement, in the form prescribed by the SEBI Regulations, in (i) English National Newspaper i.e. [●]; (ii) Hindi National Newspaper i.e. [●] and (iii) Regional Newspaper i.e. [●] each with wide circulation. In the pre - Issue advertisement, we shall state the Bid Opening Date and the Bid/ Issue Closing Date and the floor price or price band along with necessary details subject to regulation 250 of SEBI ICRD Regulations. This advertisement, subject to the provisions of section 30 of the Companies Act, 2013, shall be in the format prescribed in Part - A of Schedule - X of the SEBI Regulations. ADVERTISEMENT REGARDING ISSUE PRICE AND PROSPECTUS Our Company will Issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the final derived Issue Price. Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. 271 | Pa g eGENERAL INSTRUCTIONS Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity Shares or Bid Amount) at any stage. Retail Individual Investor can revise their Bids during the Bid/ Issue period and withdraw their Bids until Bid/ Issue Closing date. Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals; 2. Ensure that you have Bid within the Price Band; 3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 4. 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; 5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre; 6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form; 7. In case of Joint bids, ensure the 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; 8. QIBs, Non-Institutional Bidders and the Retail Bidders should submit their Bids through the ASBA process only. However, pursuant to SEBI circular dated November 01, 2018, RII may submit their bid by using UPI mechanism for payment. 9. Ensure that the name(s) given in the Bid cum 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 Bid cum 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; 10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your Bid options; 11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before submitting the Bid cum 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); 12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 13. 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 IT 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; 14. Ensure that the Demographic Details are updated, true and correct in all respects; 15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms; 16. 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; 17. Ensure that the category and the investor status is indicated; 18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents are submitted; 19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; 20. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum 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 Bid cum 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 Bid cum Application Form; 272 | Pa g e21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid cum Application Form and the Red Herring Prospectus; 22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application Form; 23. 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 Issue; 24. 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; 25. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum 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 Bid cum Application Form at the time of submission of the Bid; 26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your Bid cum Application Form; and 27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price; 3. Do not pay the Bid Amount in cash, by money order, cheque or demand drafts or by postal order or by stock invest; 4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company; 6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process; 9. Do not Bid for a Bid Amount exceed Rs. 2,00,000/- (for Applications by Retail Individual Bidders); 10. Do not fill up the Bid cum Application Form such that the Equity Shares Application exceeds the Issue size and / or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus; 11. Do not submit the General Index Register number instead of the PAN; 12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant ASBA Account; 13. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of Applicant; 14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; 15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per Demographic Details provided by the depository); 16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank account of the third party. Kindly note that Bids made using third party bank account or using third party linked bank account UPI ID are liable for rejection. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. OTHER INSTRUCTIONS FOR THE BIDDERS Joint Bids 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 Bids Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at three different price levels in the Bid cum Application Form and such options are not considered as multiple Bids. Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or 273 | Pa g eRegistered Broker and duplicate copies of Bid\ cum Application Forms bearing the same application number shall be treated as multiple Bids and are liable to be rejected. Investor Grievance In case of any Pre - Issue or Post Issue related problems regarding demat credit / refund orders/ unblocking etc. the Investors can contact the Compliance Officer of our Company. Nomination Facility to Bidders Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination registered with the Depository may prevail. For changing nominations, the Bidders should inform their respective DP. Submission of Bids a. During the Bid/ Issue Period, Bidders may approach any of the Designated Intermediaries to register their Bids. b. In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block Bid Amount based on the Cap Price less Discount (if applicable). c. For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested to refer to the DRHP. GROUNDS OF TECHNICAL REJECTIONS Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:  Amount blocked does not tally with the amount payable for the Equity Shares applied for;  In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such shall be entitled to apply;  Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;  PAN not mentioned in the Bid cum Application Form;  Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;  GIR number furnished instead of PAN;  Bid for lower number of Equity Shares than specified for that category of investors;  Bids at Cut-off Price by NIIs and QIBs;  Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified in the DRHP;  The amounts mentioned in the Bid cum Application Form/Application Form does not tally with the amount payable for the value of the Equity Shares Bid/Applied for;  Bids for lower number of Equity Shares than the minimum specified for that category of investors;  Category not ticked;  Multiple Bids as defined in the DRHP;  In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not submitted;  Bid accompanied by Stock invest/ money order/ postal order/ cash/ cheque/ demand draft/ pay order;  Signature of sole Bidder is missing; 274 | Pa g e Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application Forms, Bid/ Issue Opening Date advertisement and the DRHP and as per the instructions in the DRHP and the Bid cum Application Forms;  In case no corresponding record is available with the Depositories that matches three parameters namely, names of the Bidders (including the order of names of joint holders),the Depository Participant‘s identity (DP ID) and the beneficiary‘s account number;  Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;  Bid by OCBs;  Bids by US persons other than in reliance on Regulation S or "qualified institutional buyers" as defined in Rule 144A under the Securities Act;  Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form/Application Form at the time of blocking such Bid Amount in the bank account;  Bids not uploaded on the terminals of the Stock Exchanges;  Where no confirmation is received from SCSB for blocking of funds;  Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA Account in the Bid cum Application Form/Application Form. Bids not duly signed by the sole/First Bidder;  Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;  Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;  Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory authority;  Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules, regulations, guidelines, and approvals; and  Details of ASBA Account not provided in the Bid cum Application form. For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID. 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. BASIS OF ALLOCATION a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the DRHP. For details in relation to allocation, the Bidder may refer to the RHP. b) Under-Subscription in any category (except QIB Category) is allowed to be met with spill over from any other category or combination of categories at the discretion of the Issuer and in consultation with the BRLM and the Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB Category is not available for subscription to other categories. c) In case of under subscription in the Issue, spill-over to the extent of such under - subscription may be permitted from the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer to the RHP. ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT 275 | Pa g eThe Allotment of Equity Shares to Bidders other than Retail Individual Investors and Anchor Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to DRHP. No Retail Individual Investor will be allotted less than the minimum Bid Lot subject to availability of shares in Retail 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. BASIS OF ALLOTMENT a. For Retail Individual Bidders Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. The Allotment to all the successful Retail Individual Bidders will be made at the Issue Price. The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids. If the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter. For the method of proportionate Basis of Allotment, refer below. b. For Non-Institutional Bidders Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the Issue Price. The Issue size less Allotment to QIBs and Retail shall be available for Allotment to Non- Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. In case the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below. c. For QIBs For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations or RHP / Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Issue Price may be grouped together to determine the total demand under this category. The QIB Category may be available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment may be undertaken in the following manner: Allotment shall be undertaken in the following manner: a) In the first instance allocation to Mutual Funds for [●]% of the QIB Portion shall be determined as follows:  In the event that Bids by Mutual Fund exceeds [●]% of the QIB Portion, allocation to Mutual Funds shall be done on a proportionate basis for [●]% of the QIB Portion.  In the event that the aggregate demand from Mutual Funds is less than [●]% of the QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the Issue Price.  Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders as set out in (b) below; b) In the second instance Allotment to all QIBs shall be determined as follows:  In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter for [●]% of the QIB Portion.  Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis, upto a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, along with other QIB Bidders. 276 | Pa g e Under-subscription below [●]% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more than [●] Equity Shares. d. Allotment to Anchor Investor (If Applicable) a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of the Issuer, in consultation with the BRLM, subject to compliance with the following requirements: i) not more than 60% of the QIB Portion will be allocated to Anchor Investors; ii) 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 price at which allocation is being done to other Anchor Investors; and iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:  a maximum number of two Anchor Investors for allocation up to ₹2 crores;  a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than ₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 crores per such Anchor Investor; and  in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to twenty-five crore rupees and an additional 10 such investors for every additional twenty-five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees per such investor. b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM, selected Anchor Investors will be sent a CAN and if required, a revised CAN. c) In the event that the Issue Price is higher than the Anchor Investor Allocation Price: Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then required to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor Investors. d) In the event the Issue Price is lower than the Anchor Investor Allocation Price: Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice. e) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed: Issue In the event of the Issue being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with the BSE (The Designated Stock Exchange). The allocation may be made in marketable lots on proportionate basis as set forth hereunder: a. 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 oversubscription ratio (number of Bidders in the category multiplied by number of Shares applied for). b. The number of Shares to be allocated to the successful Bidders 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). c. For Bids where the proportionate allotment works out to less than [●] equity shares the allotment will be made as follows:  Each successful Bidder shall be allotted [●] equity shares; and  The successful Bidder out of the total bidders for that category shall be determined by draw 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 (b) above. 277 | Pa g ed. If the proportionate allotment to a Bidder works out to a number that is not a multiple of [●] equity shares, the Bidder would be allotted Shares by rounding off to the nearest multiple of [●] equity shares subject to a minimum allotment of [●] equity shares. e. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders in that category, the balance available Shares or allocation shall be first adjusted against any category, where the allotted Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance Shares, if any, remaining after such adjustment will be added to the category comprising Bidder applying for the minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of [●] 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 Issue specified under the Capital Structure mentioned in this DRHP. Retail Individual Investor' means an investor who applies for shares of value of not more than ₹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 BSE. The Executive Director / Managing Director of BSE - the Designated Stock Exchange in addition to Book Running Book Running Lead Manager 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. Issuance of Allotment Advice 1) Upon approval of the Basis of Allotment by the Designated Stock Exchange. 2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity Shares that may be allotted to them pursuant to the Issue. The Book Running Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders who have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Allotment to such Bidder. 3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful Bidders Depository Account within 4 working days of the Issue Closing date. The Issuer also ensures the credit of shares to the successful Bidders 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 Bid/ 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. Instructions for Completing the Bid cum Application Form The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected. SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to submit Bid Cum 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 BSE i.e. www.bseindia.com and NSE i.e. www.nseindia.com. With a view to broad base the reach of Investors by substantial, enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect front January 01, 278 | Pa g e2016. The List of ETA and DPs centres for collecting the application shall be disclosed is available on the websites of BSE i.e. www.bseindia.com and NSE i.e. www.nseindia.com. Bidder’s Depository Account and Bank Details Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum Application Form is mandatory and applications that do not contain such details are liable to be rejected. Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered into the Stock Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic Details'). These Demographic Details would be used for all correspondence with the Bidders including mailing of the Allotment 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 Bidder 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 Bid cum Application Form All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries 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. Communications All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated Intermediary where the Application was submitted thereof 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 related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc. Disposal of Application and Application Moneys and Interest in Case of Delay The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of date of Allotment of Equity Shares. The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at BSE where the Equity Shares are proposed to be listed are taken within 6 (Six) working days from Issue Closing Date. In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company further undertakes that: 1. Allotment and Listing of Equity Shares shall be made within 6 (Six) days of the Issue Closing Date; 2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4 (four) working days of the Issue Closing Date, would be ensured; and 3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine and/or imprisonment in such a case. Right to Reject Applications In case of QIB Bidders, the Company in consultation with the BRLM may reject Applications provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Retail Individual Bidders who applied, the Company has a right to reject Applications based on technical grounds. 279 | Pa g eImpersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) 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." Undertakings by Our Company We undertake as follows: 1) That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily; 2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading on Stock Exchange where the Equity Shares are proposed to be listed within six working days from Issue Closure date. 3) 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; 4) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within six Working Days from the Issue Closing Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; 5) That our Promoter ‘s contribution in full has already been brought in; 6) That no further Issue of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed or until the Application monies are refunded on account of non-listing, under-subscription etc.; 7) That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing the Basis of Allotment; 8) If our Company does not proceed with the Issue the Bid/ Issue Opening Date but before allotment, then the reason thereof shall be given as a public notice to be issued by our Company within two days of the Bid/ Issue Closing Date. The public notice shall be issued in the same newspapers where the Pre- Issue advertisements were published. The stock exchange on which the Equity Shares are proposed to be listed shall also be informed promptly; 9) If our Company withdraws the Issue after the Bid/ Issue Closing Date, our Company shall be required to file a fresh Red Herring Prospectus with the Stock exchange/RoC/SEBI, in the event our Company subsequently decides to proceed with the Issue; 10) If allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded/ unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law for the delayed period. Utilization of Issue Proceeds The Board of Directors of our Company 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 sub section (3) of Section 40 of the Companies Act 2013; 280 | Pa g e2) Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the time any part of the Issue proceeds remains unutilized, under an appropriate head in our balance sheet of our company indicating the purpose for which such monies have been utilized; 3) Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate head in the balance sheet of our company indicating the form in which such unutilized monies have been invested and 4) Our Company shall comply with the requirements of SEBI Listing 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) The Book Running Book Running Lead Manager undertakes that the complaints or comments received in respect of the Issue shall be attended by our Company expeditiously and satisfactorily. Equity Shares in Dematerialized Form with NSDL or CDSL To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent: a. Tripartite Agreement dated January 24, 2024 between NSDL, the Company and the Registrar to the Issue; b. Tripartite Agreement dated February 09, 2024 between CDSL, the Company and the Registrar to the Issue; c. The Company's equity shares bear an ISIN No. INE0SJX01015. 281 | Pa g eRESTRICTIONS 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 RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy, which, with effect from October 15, 2020 consolidated, subsumed and superseded all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. In terms of FDI Policy, FDI to an extent of 51% is allowed in multi brand retail trading with government approval. The FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid-up share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. Under the current FDI Policy and the FEMA Non-Debt Rules, foreign direct investment is not permitted in companies engaged in (a) multi-brand retail trading, undertaking retail trading by means of e-commerce, and (b) inventory-based model of e-commerce. In accordance with the FEMA Non-debt Rules, participation by non-residents in the Issue is restricted to participation by (i) FPIs under Schedule II of the FEMA Non-debt Rules, subject to limit of the individual holding of an FPI below 10% of the post-Issue paid-up capital of our Company and the aggregate limit for FPI investment currently not exceeding the sectoral cap i.e. 51% of the post issue paid up share capital; and (ii) Eligible NRIs applying only on a non- repatriation basis under Schedule IV of the FEMA Non-debt Rules. Further, other non-residents applying on a repatriation basis, FVCIs and multilateral and bilateral development financial institutions are not permitted to participate in the Issue. As per the existing policy of the Government of India, OCBs cannot participate in this issue. See “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. 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. The foreign investment in our Company is governed by, inter-alia, the FEMA, the FEMA Non-debt Rules, the FDI Policy issued and amended by way of press notes. Further, in terms of the FEMA Non-debt Rules, the aggregate FPI investment limit is the sectoral cap applicable to Indian company as prescribed in the FEMA Non-Debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. See “Issue Procedure” beginning on page 254 of this Draft Red Herring Prospectus. Further, in accordance with the FDI Policy, the Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the FEMA Non-debt Rules, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Non-debt Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the FEMA Non-Debt Rules. Each Bidder should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall 282 | Pa g eintimate our Company and the Registrar in writing about such approval along with a copy thereof within the Bid/Issue Period. The Equity Shares have not been and will not be registered under the U.S. 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 U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions in reliance on Regulation S 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 offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. 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 Red Herring 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. SECTION X: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION THE COMPANIES ACT, 2013 (Incorporated under the Companies Act, 2013) Table – A COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ASSTON PHARMACEUTICALS LIMITED The Name of the Company is “ASSTON PHARMACEUTICALS LIMITED”. The Registered Office of the Company will be situated in the State of Maharashtra-MH I. 1. (The Objects to be pursued by the Company on its incorporation are: 1. To carry on in India or elsewhere the business to manufacture, process, prepare, treat, disinfect, compound, formulate, mix, concentrate, pack, repack, refine, add, remove, pure, preserve, grade, freeze, distillate, boil sterilize, improve, extract, buy, sell, resale, import, export, barter, transport, store, forward, distribute, dispose, develop, market, supply of blister pack or bubble pack or sachets for placing capsules, tablets, powders; tubes for ointments, bottles for dry syrups, oral liquids, ingestible, pills, fluids, granules, sprayers, inhalers, mineral waters; droppers, removers, herbal products, their by-products, Intermediates, residues, mixtures and compounds and act as agent, broker, representative, consultant, collaborator, stockiest, liasioner, middlemen, job worker, or otherwise to deal in all types, descriptions, specifications, strengths and applications of pharmaceutical, cosmetics, food products and chemical products of medicaments used for treatment, cure and 283 | Pa g ehealthcare of human beings and animals including, basic drugs, intermediaries, tonics, antibiotics, enzymes, Steroids, vitamins, hormones, biological and immunological chemicals, contraceptives, yeasts, diagnostic agents, oils and tinctures. 2. To carry on in India or elsewhere the business to manufacture, produce, process, prepare, preserve, buy, sell, resale, import, export, store, forward, distribute general finished formulations such as capsules, tablets, powders; syrups, oral liquids, pills, fluids, granules, sprayers, inhalers. II. Matters which are necessary for furtherance of the objects specified in Clause 3 (a) are: 3. To let on lease or hire, mortgage, pledge, transfer, exchange or otherwise dispose of the whole are any part of the undertaking of the Company or any land, building, business and property rights or assets of any kind, of the Company or any share or interest therein such manner and for such consideration as the Company may think fit, and in particular for share, debentures or securities of any Company having objects similar to those of the Company. 4. To purchase, take on lease or in exchange, hire or otherwise acquire and to construct, maintain, manage, develop, alter, improve, transfer or turn to account any movable or immovable property, rights or privileges or interest which the Company may think necessary, convenient or expedient for the purpose of the Company and to assist or to take part in the formation, promotion, management, subsidizing or control of the business operations of any company or undertaking assisting the company in the attainment of its objects. 5. To acquire by purchase, lease, concession, grant, license or otherwise such land, building, chemicals, waterworks, plant machinery, stock in trade, stores, rights, privileges, easements and other property as may from the time to time be deemed necessary for carrying on the business of the Company and to build or erect upon any land of the Company, howsoever acquired, such factories, workshops, warehouse, offices, residences, and other buildings, machinery and construct such roads, ways, railways or sidings, bridges, reservoirs, water courses, hydraulic works and other works and convenience as may be deemed necessary for the interest of the Company. 6. To obtain, purchase or otherwise acquire, own, use, protect, prolong and renew, whether in India or elsewhere, any trade secrets, know how, rights, improvements, processes, formulate, patents, patent rights, invention trademarks, designs license, protections, concessions and the like conferring any exclusive, nonexclusive or limited right to use any secrets or other any information as to any invention or any process of the company or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise turn to account the property rights and information so acquired and to carry on any business in any way connected therewith and to pay royalties if and where necessary. 7. To take over or otherwise acquire all or any part of any land, business including the goodwill, trademarks, stocks, machinery, plants, and other assets and liabilities of any persons, firm, company or concern carrying on the business which the company is Authorised to Carry on or is possessed of property suitable for the company or that is likely to benefit the Company, directly or indirectly, in the attainment of its objects. 8. To acquire, make, build, construct, equip, maintain, improve alter, factories, buildings, roads, and other conveniences which may be necessary or convenient for the purpose of the Company or may seem calculated directly or indirectly to advance the Company's interest and to contribute, subsides or otherwise assist to take part in the construction, improvement maintenance, working, management, carrying out or control thereof. 9. To acquire and hold, issue on commission and otherwise deal in and convert the shares, stocks, debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any Company having similar objects and constitution or carry on business in India or elsewhere and debentures, debentures-stocks, bonds, obligations and securities issued or guaranteed by the any government, sovereign ruler, commissioner, public body or authority supreme, municipal local, or otherwise whether in India or elsewhere. 10. Subject to provisions of the companies act, 2013 to borrow or raise or secure money in such manner as the Company shall think fit and in particular by mortgage, debentures, either at par, premium or discount and either redeemable or irredeemable, secure all upon or any part of the undertaking, rights and properties of the Company, present and future, including its uncalled capital or the called capital of the Company and to purchase, redeem, pay of or satisfy such securities. 11. To draw, accept, endorse, discount, execute, and issue or negotiate cheques, bills of exchange, promissory notes, hundies, bills of lading and other negotiable instruments. 12. To advance or lend moneys to such person or persons and upon such term as may seem expedient and in particular to customer and/or other persons having dealings with the Company and to guarantee the performance of contracts by members or persons, having dealings with the company, but not to carry on banking business as defined under banking regulation Act, 1949. 13. To mortgage and charge the undertaking and all or any of the real and personal property assets, present or future, or the uncalled capital of the Company and to issue at par, premium or discount and for such consideration and with such rights, powers, privileges as may be through fit debentures, mortgage debentures, stock payable to bearer or otherwise and either permanent or redeemable or further to secure any securities of the company by a trust deed or other assurance. 14. To make advance to any persons, concern or Company having dealings with the Company with or without security and upon such terms as the Company may approve. 284 | Pa g e15. To grant annuities, loans, advances, pensions, allowances, gratuities, bonuses to any employee or ex-employee or the relations, connections or dependents of any such persons and to establish or support associations, institution, clubs, school, funds, funds, schemes, and trusts (religious, scientific, educational, provident and otherwise) which may be considered and or calculated to benefit any such persons or otherwise advance the interest of the campaigner of its members and to establish or contribute to any scheme for the purchase by trustee of shares in the Company to be held for the benefit of the Company's employees and to formulate and carry to into effect any such scheme for sharing the profits of the Company with its employee or any of them and to subscribe or guarantee or guarantee money for charitable or benevolent objects or for any exhibition or useful objects or earmarks a portion of the profits and/or property of the Company or create a fund for any such objects or purpose. 16. To grant annuities, loans, advances, pensions, allowances, gratuities, bonuses to any employee or ex-employee or the relations, connections or dependents of any such persons and to establish or support associations, institution, clubs, school, funds, funds, schemes, and trusts (religious, scientific, educational, provident and otherwise) which may be considered and or calculated to benefit any such persons or otherwise advance the interest of the campaigner of its members and to establish or contribute to any scheme for the purchase by trustee of shares in the Company to be held for the benefit of the Company's employees and to formulate and carry to into effect any such scheme for sharing the profits of the Company with its employee or any of them and to subscribe or guarantee or guarantee money for charitable or benevolent objects or for any exhibition or useful objects or earmarks a portion of the profits and/or property of the Company or create a fund for any such objects or purpose. 17. To pay for any property, rights or privileges, acquired by the Company or for the services rendered or to be rendered in connection with the promotion of the business of the Company or for acquisition of any property for the Company or otherwise either wholly or partly in cash or in shares, bonds, debentures or other securities of the Company and to issue any shares either as fully paid up or with such amount credited as paid thereon, as may be agreed. upon and to charge any such bonds, debentures or other securities upon all or any part of the property of the Company. While doing so, the Company shall comply with all the requirements of law, for the time being in force. 18. To get insured all or any of the properties or obligations of the Company or whatsoever nature against any risk whatsoever. 19. To create any depreciation fund, reserve fund, insurance fund, sinking fund, or any other special fund, whether for depreciation or repairs, replacement, improvements, extension or maintenance of any of the properties of the Company for redemption of debentures or redeemable preference shares or for any other purpose conductive to the interest of the Company. 20. To spend money in experimenting, developing, planning and testing and in improving any patents, rights, inventions, discoveries, Processes or information of the Company or which the Company may acquire or purpose to acquire. 21. To invest and deal with the money of the Company not immediately required in such manner as may from time to time seem expedient and be determined by the Company for pursuing the main objects of the Company. 22. To advance or lend money to and deposit securities and properties with the government and/or to receive loans may grants or deposits from the government for pursuing the main objects of the Company. 23. To make any loan and advances to any person, firm or Company on any terms, whatsoever which the Company may approve, provided that the Company shall not carry on the business of banking as defined under the banking regulation act, 1949 and the grant of such loan does not tantamount to carrying on banking business. 24. To set up joint ventures in anywhere in the world by providing know-how for such products or business, as the cases may be, being manufactured or carried on by the Company and to provide such know-how in consideration of money in lump sum or calculated on the sales or net profits of the joint venture or partly in one mode and partly in another and also to participate in the equity of any such joint ventures. 25. Subject to the provisions of section 78 of the companies act, 1956, to place to reserve or to distribute as dividend or bonus share among the members or otherwise to apply as the company may time to time think fit any money belonging to the Company including those received by way of premium on shares or debentures issued by the Company at a premium and any moneys received in respect of dividend accrued on forfeited shares and money arising the from the re-issue by the Company of forfeited shares or by appropriation of unclaimed dividends. 26. To enter any arrangement or agreement with the government or authorities supreme, municipal, local or otherwise that may seem conductive to the objects of the Company or any of them, and to obtain from any such government or authority any rights, concessions and privileges which the Company may think fit and desirable and to Carry out, exercise and comply with any such arrangements, rights, privileges and concessions. 27. To pay all preliminary expenses of any Company promoted by the Company or any Company in which the Company is or may contemplate being interested, including such preliminary expenses and all or any part of the costs and expenses tom, owners of any business or property acquired by the Company. 285 | Pa g e28. To pay for any rights or property acquired by the company and to remunerate any person or Company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing or securities of the Company, or on about the formation or promotion of the Company or the conduct its business, whether by cash payments or by the allotments of shares, debentures or others securities of the Company, credited as paid up full or in part or otherwise. 29. To pay out of the Company's funds the expenses incurred in connection with all the matters preliminary and incidental to the formation, promotion and incorporation of the Company and the costs, underwriting expenses, brokerage on issue of shares or debentures, incentives and expenses incurred in connection with all matter preliminary or incidental to the formation and incorporation of any Company which may be promoted by this Company and underwrite the shares or debentures issued by any such Company. 30. To establish, provide, maintain and conduct, or otherwise subsidies research laboratories and experiments, workshops for scientific and technical research and experiments and to undertake and carry on all scientific and technical investigations or inventions by providing subsidising, endowing or assisting laboratories, workshops, libraries, lectures, meetings, and conferences and by providing for the remuneration of scientific or technical professors or teachers and providing for the award of exhibitions, scholarships, pries and grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any of the business which the Company is Authorised to carry on. 31. To distribute among the members in specie or kind any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to reduction of capital shall be made, except with the sanction (if any) for the time being required by law and to capitalize its reserves. 32. To improve, manage, develop, exchange, let on lease, mortgage, dispose off turn to account, grant rights and privileges in respect of or otherwise deal with all or any part of the properties and rights of the Company on such terms as the Company shall determine, and to built on, improve, let on lease, advance money persons, construct buildings thereon or otherwise to develop the same. 33. To form, incorporate or join in the promotion of any Company or Company or companies whether Indian or foreign having amongst its or their objects the acquisition of all or any of the assets, rights, liabilities, or control, management or development of the Company or any other objects or objects which in the opinion of the company could or might directly or indirectly assist the Company in the management of its business i\or the development of its properties or otherwise prove advantageous to the Company incorporation and to remunerate any person or Company in any manner, it shall think fit, for services rendered to be rendered in obtaining subscription for or guaranteeing the subscriptions of or the placing of any bonds, debentures, obligations, or securities of any other Company held or owned by the Company or in which the Company may have the any interest or in or about the formation or the promotion of the Company or the conduct of its business in or about the promotion or formation or formation of any other Company in which the Company have an interest. 34. To enter partnership or any other individual arrangements for sharing profits, co-operation, joint ventures, reciprocal concession, license or otherwise with any person, firm, association, society or body corporate carrying or engaged in or about to carry or in engage in any business or transaction capable of being conduct so as directly to benefit the Company and to give any special rights nominate one or more person whether they be shareholders or not, to be directors of such Company. 35. To sublet any concession or license obtained or contracts entered into generally to sell the whole or any part, of the property and business of the Company for cash or shares whether fully paid up or not, debentures, or securities of another Company, or partly in cash or partly in such shares, debentures, or securities as are distributed in specie amongst the members or otherwise. 36. To contribute to provident fund and any other special or other funds whether directly or in directly relating to the business of the Company or not or for the welfare of its employee, and relatives of such employees. 37. To assemble, export, import, buy sell, repair, overhaul and deal in plant, machinery and equipment used for manufacturing or processing of any of the goods. 38. To buy, lease or otherwise acquire or procure technical know-how and to sell, lease or otherwise provide technical know- how to others whether in India or outside in India. 39. To engage, employ, suspend and dismiss executives, engineers agent managers, superintendents, assistant, clerks, menials, coolies other Servants or Labourers and to remunerate any person at such rate as shall be through fit and grant bonus, compensations, Pensions or gratuity to any such Persons or to their widows or children and generally to provide for the welfare of all employees. 40. To establish schools or otherwise instruct the people in any of the business which the Company is entitled to deal in. 41. To undertake or execute any trust which may be of benefit to the business of the Company whether directly or indirectly. 42. To amalgamate with any other Company having objects altogether or in part similar to those of this Company, subject to provisions of the companies act. 286 | Pa g e43. To lease, let out on hire, mortgage, pledge otherwise dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit, in particular for shares, debentures, or securities of any other Company having objects altogether or in part similar to those of this Company. 44. Subject to provisions of the companies Act, 2013 to make donation to Such persons or institutions and in such cases and either in cash or in other assets as may be thought directly or indirectly conductive to any of the Company's objects or otherwise assist or guarantee money for charitable, scientific, religious or benevolent, national, public or cultural educational or other institutions or objects or for any exhibition or for any public, general or other objects and to establish and support or aid in the establish and support of associations, institution, funds, funds, trust, and conveniences for the benefit of the employees or ex-employees (including directors) of the Company or the dependants, relatives of connections of such persons and in particularly friendly or other benefit societies and to grant pensions, allowances, gratuities and bonus, either by way of annual payments or a lump sum and to make payments towards, insurance and to form and contribute to provident and benefit funds of or for such persons. 45. To manage land and building, houses or any other property of the Company and to collect to rent and income and supply to tenants and occupiers all kind of convenience and advantages. 46. To aid pecuniary or otherwise any association, body or movement, having for an object the solution, settlement or surmounting of industrial or labour problems or troubles or the Promotion of trade or industry in any manner or whatsoever. 47. To apply the assets of the Company in any in or towards the establishments, maintenance or extension in any way connected with any particular industry, trade or business or with industry, trade or commerce generally including any association, institution or funds for the protection of the interest or masters, owners employers against losses resulting from the bad debts, strike, fire, accidents or otherwise or for the benefit of any officers, managers, foreman, clerks, workmen or others at any time employed by the Company or any of its predecessors in business or their families or dependants and whether in or not in a common with other persons or classes of persons and in particularly or friendly, co-operatives and other societies, and establish, maintain and run reading rooms, libraries, educational and charitable institutions, canteen, dining and recreation rooms, churches, places of worship, schools, dispensaries and hospitals and to grant gratuities, pensions and allowances and to contribute to any national or memorial fund or any other thing funds raised by public or local subscription for any purposes whatsoever. 48. To subscribe or contribute to otherwise to assist or money guarantee money for charitable, benevolent, religious, social, scientific, national, public, or any other institutions, objects or for exhibitions and to make authorised donations to such persons and in Such cases as the Company may think conducive to attainment of any of its objects or otherwise as seem expedient. 49. To contribute to the funds of an association or to any individual or body or corporate which in the Opinion of the Company is advantageous to the Company. 50. To procure the Company to be registered or recognized in any country or place outside in India. 51. To enter into any arrangements, to take all necessary or Proper steps with government or with authorities Supreme, national, local, municipal or otherwise of any place in which the Company may have any interest and to carry on any negotiations or operations for the purpose of directly or indirectly carrying out the objects of the Company or affecting any modification in the constitution of the Company or furthering the interest of the members and to oppose any such steps taken by any Company, firm or person which may be considered likely, promotion, whether directly or indirectly, of any such legislation which may appear to be in the interest of the Company and to make representation against and resist, whether directly or indirectly, any legislation which may seem disadvantages to the Company and to obtain from any such government authority or any Company any charters, contracts, decrees, rights, grants loans, privileges or concession which the company may think fit or desirable to obtain and Carry out, exercise and comply with the same. 52. To institute defend any suit, appeal, application for review or revision or any other application of any nature whatsoever, to takeout executions, to enter into agreement or reference to arbitration and to enforce and where need to be contest any award and for all such Purposes, to engage or retain counsels attorneys and agents and when necessary to remove them. 53. To set up guest houses, hostels, schools, colleges, hospitals, nursing home, dispensaries, canteens, recreation centers, clubs, for labour and staff of the Company and permit use of the same by others whether connected with the company or not. 54. To expand the company’s activities by opening branches or by appointing agents in India or elsewhere. III. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the Shares held by them. IV. The Authorised share capital of the company is Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each. V. The Authorised Share Capital is increased to Rs. 1,00,00,000/- vide Resolution passed by the Members of the Company at the Extra Ordinary General Meeting held on 26th March, 2022. 287 | Pa g eVI. We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set against our respective names: 288 | Pa g eSECTION XI- 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 Draft Red Herring 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 Red Herring Prospectus/Prospectus to be delivered to the RoC for filing and also the documents for inspection referred to hereunder, may be inspected at the Registered office: 4th Floor, Office No A-431, Balaji Bhavan, Plot No 42A Sector-11 CBD Belapur, Navi Mumbai, Thane - 400 614, Maharashtra, India, from the date of filing the Red Herring Prospectus with RoC to Issue Closing Date on working days from 11.00 a.m. to 5.00 p.m. Also, the below- mentioned contracts and also the documents are available for inspection online at website of Company i.e. www.asstonpharmaceuticals.com MATERIAL CONTRACT 1. Memorandum of Understanding Agreement dated January 10, 2025 between our company and the Book Running Book Running Lead Manager. 2. Registrar Agreement dated November 29, 2024 between our company and the Registrar to the Issue. 3. Market Making Agreement dated [●] between our company, the Book Running Book Running Lead Manager and the Market Maker. 4. Bankers to the Issue Agreement dated [●] between our Company, the Book Running Book Running Lead Manager, Banker(s) to the Issue and Refund Banker and the Registrar to the Issue. 5. Underwriting Agreement dated [●] between our company and the Underwriters. 6. Tripartite Agreement among NSDL, our company and the registrar to the issue dated January 24, 2024. 7. Tripartite Agreement among CDSL, our company and the registrar to the issue dated February 09, 2024. 8. Syndicate Agreement dated [●] between our Company, Book Running Lead Manager and Syndicate Member. MATERIAL DOCUMENTS FOR THE ISSUE 1. Certified true copy of the Memorandum of Association and Articles of Association of our Company, as amended. 2. Certified true copy of Certificate of Incorporation dated April 16, 2019 issued by Registrar of Companies, Mumbai, Maharashtra. 3. Fresh Certificate of Incorporation dated August 29, 2024 issued by the Registrar of Companies, Mumbai, Maharashtra consequent upon Conversion of the Company to Public Company. 4. Resolutions of the Board of Directors dated December 10, 2024 in relation to the Issue and other related matters. 5. Shareholders’ resolution dated January 06, 2025 in relation to the Issue and other related matters. 6. Copies of Restated Financial Statements of our Company for the period ended November 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 dated December 10, 2024. 7. Statutory Auditors Report dated December 10, 2024 on the Restated Financial Statements for the period November 30, 2024 and financial years ended March 31 2024, March 31, 2023 and March 31, 2022. 8. Statement of Tax Benefits dated December 27, 2024 issued by our Statutory Auditors M/s. Doshi Doshi & Co., Chartered Accountants. 9. Consents of our Directors, Promoters, Company Secretary and Compliance Officer, Chief Financial Officer, Senior Management Personnel, Statutory Auditor/ Peer Review Auditor, Banker(s) to the Company, Book Running Lead Manager, Legal Advisor to the Issue, Registrar to the Issue and Underwriter* to act in their respective capacities. 289 | Pa g e*The same shall be update before filing of RHP. 10. Certificate on KPI’s issued by our statutory auditors namely M/s. Doshi Doshi Co., Chartered Accountants dated December 27, 2024. 11. Due diligence certificate dated January 16, 2025 from Book Running Book Running Lead Manager to the Issue. 12. Board Resolution dated January 16, 2025 for approval of Draft Red Herring Prospectus, dated [●] for approval of the Red Herring Prospectus and dated [●] for approval of the Prospectus 13. In Approval from BSE Limited vide letter dated [●] to use the name of BSE Limited in this Offer Document for listing of Equity Shares on the SME Platform of BSE Limited. Any of the contracts or documents mentioned in this Draft Red Herring 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. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 290 | Pa g eDECLARATION We, hereby declares 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 Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, notified 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 maybe. We further certify that all the statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTORS OF OUR COMPANY SD/- SD/- Dr. Ashish Narayan Sakalkar Saili Jayaram More Managing Director Whole-Time Directors and Chief Executive Officer DIN: 06601011 DIN: 02691527 SD/- SD/- Sachin Chandrakant Badakh Rishabh Kumar Jain Non-Executive Director Non-Executive Independent Director DIN: 08685214 DIN: 10611758 SD/- Vijaya Shahpurkar Non-Executive Independent Director DIN: 10767960 SIGNED BY THE CFO AND CS OF OUR COMPANY SD/- SD/- Deven Manohar Patil Vandana Mishra Chief Financial Officer Company Secretary and Compliance Officer Place: Navi Mumbai. Date: January 16, 2025. 291 | Pa g e