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Prospectus
Dated: July 10, 2025
Please read with Section 26 and 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR code to view the Prospectus)
CHEMKART INDIA LIMITED
CIN: U51220MH2020PLC338631
Registered Office Corporate Office Contact Person Email and Telephone Website
Office No. 403/404, 4th Floor, K.L. Accolade, 6th NA Ms. Ramdulari Saini, Email:
Road, TPS III, Santacruz (East), Mumbai - Company Secretary & investors@chemkart.com
https://chemkart.com/
400055, Maharashtra, India. Compliance Officer
Telephone: +91 9136383828
THE PROMOTERS OF OUR COMPANY ARE MR. ANKIT SHAILESH MEHTA, MS. PARUL SHAILESH MEHTA AND MR. SHAILESH VINODRAI MEHTA
DETAILS OF OFFER TO PUBLIC, PROMOTER/SELLING SHAREHOLDERS
TYPE FRESH ISSUE SIZE OF OFFER FOR TOTAL OFFER SIZE ELIGIBILITY AND SHARE RESERVATION AMONG
SALE QIBs, NIIs AND IBs
Fresh Offer & 26,00,000 Equity Shares 6,29,200 Equity Shares 32,29,200 Equity Shares The Offer is being made in Terms of Regulation 229 (2) and
Offer for Sale aggregating to ₹ 6,448.00 aggregating to ₹ 1560.42 aggregating to ₹ 8,008.42 253 (1) and 253 (2) of the SEBI ICDR Regulations read with
Lakhs Lakhs Lakhs SEBI ICDR (Amendment) Regulations, 2025. For details in
relation to share reservation among QIBs, Non-Institutional
Bidders and Individual Bidder, see “Offer Structure”
beginning on page 359 of this Prospectus.
OFS: Offer for Sale
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS, AND THEIR WEIGHTED AVERAGE COST OF ACQUISITION
CATEGORY OF WACA PER EQUITY
NAME NO. OF SHARES OFFERED
SHAREHOLDERS SHARE (IN ₹)*
Mr. Ankit Shailesh Mehta Promoter Selling Shareholder 3,14,600 Equity Shares aggregating to ₹ 780.21 Lakhs. Nil
Ms. Parul Shailesh Mehta Promoter Selling Shareholder 3,14,600 Equity Shares aggregating to ₹ 780.21 Lakhs. Nil
* As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their certificate dated June 23, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public offer 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 Offer Price (determined by our Company and the selling shareholders 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 Offer Price” beginning on page 142 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 offer 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 offer. For taking an investment decision, Bidders must rely on their
own examination of our company and the offer, including the risks involved. The equity shares in the offer have not been recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on
page 31 of this Prospectus.
COMPANY’S AND PROMOTERS, SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our company and the offer,
which is material in the context of the offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material respect. The selling shareholders, accepts responsibility for and confirms only the
statements expressly and specifically made by them in this Prospectus to the extent of information specifically pertaining to them and their respective portion of the offered Shares
and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. The Selling Shareholders assume no
responsibility, as a Selling Shareholders, for any other statement in this Prospectus, including, inter alia, any of the statements made by or relating to our company or our company’s
business or any other person(s).
LISTING
The equity shares offered through the Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”). Our company has received “In-Principle” approval
from the BSE SME for using its name in the offer document for the listing of the Equity Shares, pursuant to letter dated May 30, 2025. For the purpose of the offer, the designated
stock exchange shall be BSE Limited.
BOOK RUNNING LEAD MANAGER TO THE OFFER
Name and Logo Contact Person Email & Telephone
E-mail: director@shcapl.com
Mr. Parth Shah
Telephone: 022 - 28706822
Smart Horizon Capital Advisors Private Limited
REGISTRAR TO THE OFFER
Name and Logo Contact Person Email & Telephone
E-mail: ipo@bigshareonline.com
Mr. Sagar Pathare
Telephone: 022 - 6263 8200
Bigshare Services Pvt Ltd
BID/OFFER PROGRAMME
ANCHOR INVESTOR BID/ OFFER PERIOD: Friday, BID/OFFER OPENS ON: Monday, July 7, BID/OFFER CLOSES ON: Wednesday, July 9, 2025
July 4, 2025 2025(This page is intentionally left blank)Prospectus
Dated: July 10, 2025
Please read with Section 26 & 32 of the Companies Act, 2013
100% Book Built Offer
CHEMKART INDIA LIMITED
Our Company was incorporated on March 06, 2020 as “Chemkart India Private Limited”, a private limited company under the Companies Act, 2013 pursuant to a certificate of incorporation dated March
06, 2020 issued by Deputy Registrar of Companies. Further, our Company was converted into a public limited company pursuant to a resolution passed by the Board of Directors in their meeting held on
August 16, 2024 and by our Shareholders at an extra-ordinary general meeting held on August 16, 2024 and consequently the name of our Company was changed to ‘Chemkart India Limited’ and a fresh
certificate of incorporation dated October 04, 2024 was issued by Assistant Registrar of Companies/Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre. The corporate
identification number of our Company is U51220MH2020PLC338631. For further details on Incorporation and Registered Office of our Company, see “History and Certain Corporate Matters” beginning
on page 233 of this Prospectus.
Registered Office: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Mumbai - 400055, Maharashtra, India.
Telephone: + 91 9136383828; Email: investors@chemkart.com; Website: https://chemkart.com/;
Contact Person: Ms. Ramdulari Saini, Company Secretary and Compliance Officer;
THE PROMOTERS OF OUR COMPANY ARE MR. ANKIT SHAILESH MEHTA, MS. PARUL SHAILESH MEHTA AND MR. SHAILESH VINODRAI MEHTA
INITIAL PUBLIC OFFER OF 32,29,200 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (THE “EQUITY SHARES”) OF CHEMKART INDIA LIMITED (“OUR COMPANY” OR
“CHEMKART” OR “THE ISSUER”) AT AN OFFER PRICE OF ₹ 248/- PER EQUITY SHARE FOR CASH, AGGREGATING TO ₹ 8,008.42 LAKHS COMPRISING OF FRESH OFFER OF 26,00,000
EQUITY SHARES AGGREGATING TO ₹ 6,448.00 LAKHS (“FRESH OFFER”) AND AN OFFER FOR SALE OF 6,29,200 EQUITY SHARES BY MR. ANKIT SHAILESH MEHTA AND MS. PARUL
SHAILESH MEHTA (“SELLING SHAREHOLDERS”) AGGREGATING TO ₹ 1560.42 LAKHS (“OFFER FOR SALE”) (“PUBLIC OFFER”). THE OFFER INCLUDES A RESERVATION OF
1,66,200 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH, AT AN OFFER PRICE OF ₹ 248/- PER EQUITY SHARE FOR CASH, AGGREGATING ₹ 412.18 LAKHS WILL BE RESERVED FOR
SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE PUBLIC OFFER LESS MARKET MAKER RESERVATION
PORTION I.E. NET OFFER OF 30,63,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH, AT AN OFFER PRICE OF ₹ 248/- PER EQUITY SHARE FOR CASH, AGGREGATING TO ₹ 7,596.24
LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET OFFER”. THE PUBLIC OFFER AND NET OFFER WILL CONSTITUTE 26.69% AND 25.32% RESPECTIVELY OF THE POST- OFFER
PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS ₹10/- EACH. THE OFFER PRICE IS 24.80 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT
WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER, AND WILL BE ADVERTISED IN
FINANCIAL EXPRESS, ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER, JANASATTA, ALL EDITIONS OF HINDI NATIONAL DAILY NEWSPAPER AND PRATAHAKAL, ALL
EDITIONS OF THE DAILY REGIONAL NEWSPAPER (WHERE OUR REGISTERED OFFICE IS LOCATED) EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO
THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO SME PLATFORM OF BSE (“BSE SME ”), FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITE
IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS, AS AMENDED.
In case of any revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional working days after such revision of the Price Band, subject to the total Bid/Offer Period not
exceeding 10 working Days. In cases of force majeure, banking strike or similar circumstances, our Company and the Selling Shareholders in consultation with the Book Running Lead Manager for reasons
to be recorded in writing extend the Bid/Offer Period for a minimum of one working Day, subject to the Bid/Offer Period not exceeding 10 working Days. Any revision in the Price Band, and the revised
Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchange by issuing a press release and also by indicating the change on the website of the Book Running Lead
Manager and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Banks, as applicable.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10/- EACH AND THE OFFER PRICE IS 24.80 TIMES OF THE FACE VALUE
This offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 229 of the SEBI
ICDR Regulations and in compliance with Regulation 253 (1) and 253 (2) of the SEBI ICDR Regulations read with SEBI ICDR (Amendment) Regulations, 2025, wherein not more than 50.00% of the Net
Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company and the selling shareholders in consultation with
the BRLMs may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-
subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (“Net QIB Portion”). Further, 5.00% of
the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all
QIB Bidders, other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5.00%
of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, the SEBI
ICDR Regulations read with SEBI ICDR (Amendment) Regulations, 2025, states that not less than 35% of the Net Offer shall be available for allocation to Individual Investors who applies for minimum
application size. Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available for allocation to Bidders
with an application size of more than two lots and up to such lots as equivalent to not more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with
an application size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional
Portion. Subject to the availability of shares in non-institutional investors’ category, the allotment to each Non-Institutional Investors shall not be less than the minimum application size in Non-Institutional
Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR)
(Amendment) Regulations, 2025. All Potential Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”)
process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self-Certified Syndicate Banks (“SCSBs”) or under
the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, please refer to the
chapter titled “Offer Procedure” on page 364 of this Prospectus.
RISK IN RELATION TO THE FIRST OFFER
This being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10/- each. The Floor Price, Cap Price and Offer Price (determined
by our Company and the selling shareholders 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 the Book Building Process as stated in “Basis for Offer Price” beginning on page 142 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 offer 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 offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the offer,
including the risks involved. The equity shares in the offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or
adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 31 of this Prospectus.
COMPANY’S AND PROMOTERS, SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our company and the offer, which is material in the
context of the offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein
are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. The selling shareholders assume no responsibility, as a selling shareholder, for any other statement in this Prospectus, including, inter alia, any of the statements made by or relating to our
company or our company’s business or any other person(s).
LISTING
The equity shares offered through the Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”). Our company has received “In-Principle” approval from the BSE SME for using
its name in the offer document for the listing of the Equity Shares, pursuant to letter dated May 30, 2025. For the purpose of the offer, the designated stock exchange shall be BSE Limited.
BOOK RUNNING LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER
Smart Horizon Capital Advisors Private Limited BIGSHARE SERVICES PRIVATE LIMITED
(Formerly Known as Shreni Capital Advisors Private Limited) S6-2, 6th Floor, Pinnacle Business Park, Mahakali Caves Road, Next to Ahura Centre, Andheri East,
B/908, Western Edge II, Kanakia Space, Behind Metro Mall, Off Western Express Highway, Mumbai – 400093, Maharashtra, India
Magathane, Borivali East, Mumbai - 400066, Maharashtra, India. Tel: 022 - 6263 8200
Tel No: 022 - 28706822 E-mail: ipo@bigshareonline.com
Investor Grievance E-mail: investor@shcapl.com Investor grievance e-mail: investor@bigshareonline.com
Email: director@shcapl.com Website: www.bigshareonline.com
Website: www.shcapl.com Contact Person: Mr. Sagar Pathare
Contact Person: Mr. Parth Shah SEBI Registration No.: INR000001385
SEBI Registration No.: INM000013183
OFFER PROGRAMME
ANCHOR INVESTOR BID/ OFFER PERIOD: Friday, July 4, 2025 BID/OFFER OPENS ON: Monday, July 7, 2025 BID/OFFER CLOSES ON: Wednesday, July 9, 2025(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL ....................................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ..................................................................................................................................................................... 1
PRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA ................................................................................................................ 18
FORWARD LOOKING STATEMENTS .................................................................................................................................................................... 20
SECTION II - SUMMARY OF OFFER DOCUMENT ...................................................................................................................... 22
SECTION III – RISK FACTORS ........................................................................................................................................................ 31
SECTION IV – INTRODUCTION ...................................................................................................................................................... 71
THE OFFER ................................................................................................................................................................................................................ 71
SUMMARY OF FINANCIAL INFORMATION ........................................................................................................................................................ 73
GENERAL INFORMATION ...................................................................................................................................................................................... 77
CAPITAL STRUCTURE ............................................................................................................................................................................................. 87
SECTION V – PARTICULARS OF THE OFFER ............................................................................................................................. 99
OBJECTS OF THE OFFER ......................................................................................................................................................................................... 99
BASIS FOR OFFER PRICE ...................................................................................................................................................................................... 142
STATEMENT OF POSSIBLE TAX BENEFITS ...................................................................................................................................................... 149
SECTION VI – ABOUT THE COMPANY ....................................................................................................................................... 152
INDUSTRY OVERVIEW ......................................................................................................................................................................................... 152
OUR BUSINESS ....................................................................................................................................................................................................... 182
KEY INDUSTRY REGULATIONS AND POLICIES .............................................................................................................................................. 224
HISTORY AND CERTAIN CORPORATE MATTERS ........................................................................................................................................... 233
OUR MANAGEMENT ............................................................................................................................................................................................. 240
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................................................................... 256
OUR GROUP COMPANIES ..................................................................................................................................................................................... 262
DIVIDEND POLICY ................................................................................................................................................................................................. 264
SECTION VII – FINANCIAL INFORMATION .............................................................................................................................. 265
RESTATED FINANCIAL INFORMATION ............................................................................................................................................................ 265
OTHER FINANCIAL INFORMATION ................................................................................................................................................................... 297
CAPITALISATION STATEMENT........................................................................................................................................................................... 299
FINANCIAL INDEBTEDNESS ................................................................................................................................................................................ 300
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................ 302
SECTION VIII – LEGAL AND OTHER INFORMATION ...................................................................................................................................... 318
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS .............................................................................................................. 318
GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................................................................................................ 324
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................................................................. 335
SECTION IX – OFFER INFORMATION ........................................................................................................................................ 349
TERMS OF THE OFFER .......................................................................................................................................................................................... 349
OFFER STRUCTURE ............................................................................................................................................................................................... 359
OFFER PROCEDURE............................................................................................................................................................................................... 364
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ........................................................................................................... 388
SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ......................................................................... 389
SECTION XI – OTHER INFORMATION ....................................................................................................................................... 423
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................................................................... 423
DECLARATION ................................................................................................................................................................................. 425SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This 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 legislations, acts, regulations, rules,
directions, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts, regulations, rules,
directions, guidelines, circulars, notifications, clarifications or policies as amended, updated, supplemented, re-enacted or
modified, from time to time, and any reference to a statutory provision shall include any subordinate legislation made, from
time to time, under such provision.
The words and expressions used in this Prospectus, but not defined herein shall have the meaning ascribed to such terms
under the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment) Regulations, 2025, SEBI Listing
Regulations, the Companies Act, the SCRA, and the Depositories Act and the rules and regulations made thereunder. Further,
the Offer related terms used but not defined in this Prospectus shall have the meaning ascribed to such terms under the
General Information Document (as defined below). In case of any inconsistency between the definitions given below and
the definitions contained in the General Information Document, the definitions given below shall prevail.
The terms not defined herein but used in “Basis for Offer Price”, “Statement of Possible Tax Benefits”, “Industry
Overview”, “Key Industry Regulations and Policies”, “History and Certain Corporate Matters”, “Restated Financial
Information”, “Our Group Companies”, “Outstanding Litigations and Material Developments”, “Offer Procedure” and
“Main Provisions of the Articles of Association” beginning on pages 142, 149, 152, 224, 233, 265, 262, 318, 364 and 389
respectively, shall have the meanings ascribed to such terms in these respective section
GENERAL TERMS
Term Description
“Chemkart India Limited / Chemkart India Limited, a company incorporated in India under the Companies Act, 2013
Chemkart / The Company / having its Registered Office at Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,
Our Company / The Issuer” TPS III, Santacruz (East), Mumbai - 400055, Maharashtra, India.
“we”, “us” and “our” Unless the context otherwise indicates or implies, refers to our Company together with
our Subsidiaries on a consolidated basis.
“you”, “your” or “yours” Prospective investors in this Offer
COMPANY RELATED TERMS
Term Description
“Articles of Association” or
Articles of Association of our Company, as amended, from time to time
“AoA” or “Articles”
“Audit Committee” The Audit Committee of our Company, constituted on January 13, 2025 in accordance
with Section 177 of the Companies Act, 2013, as described in “Our Management”
beginning on page 240 of this Prospectus
“Auditors” or “Statutory The Statutory Auditors of our Company, currently being M/s. Mehta & Associates,
Auditors” Chartered Accountants, having their office at 301 A, Rahul Apartment, S.V. Road,
Andheri (W), Mumbai 400058, Maharashtra, India.
“Bankers to the Company” The Bankers to our Company, currently being ICICI Bank Limited, office at Capital
Market Division, 5th Floor, HT Parekh Marg Churchgate, Mumbai 400020
“Board” or “Board of The Board of Directors of our Company, including all duly constituted Committees
Directors” thereof. For further details of our Directors, please refer to section titled “Our
Management” beginning on page 240 of this Prospectus.
“Chairman” or “Chairperson” The Chairman of Board of Directors of our Company being Mr. Ankit Shailesh Mehta.
“CIN” Corporate Identification Number of our Company i.e. U51220MH2020PLC338631
“Chief Financial Officer” or
The Chief Financial Officer of our Company being Mr. Basavaraj Shankar Dalawai.
“CFO”
“Companies Act / Act” The Companies Act, 1956 and Companies Act, 2013 and amendments thereto.
“Committee(s)” Duly constituted committee(s) of our Board of Directors, as described in “Our
Management – Committees of the Board” on page 248.
1Term Description
“Company Secretary and The Company Secretary and Compliance Officer of our Company being Ms.
Compliance Officer” Ramdulari Saini.
Corporate Social The Corporate Social Responsibility Committee of our Company constituted on January
Responsibility committee 13, 2025 in accordance with Section 135 of the Companies Act, 2013, as described in
(“CSR Committee”) “Our Management” beginning on page 240 of this Prospectus
“DIN” Directors Identification Number.
“Director(s)/ our Directors” The Director(s) of our Company, unless otherwise specified.
“Equity Shares” Equity Shares of our Company of Face Value of ₹10/- each fully paid-up
“Equity Shareholders” Persons/ Entities holding Equity Shares of Our Company.
“Executive Directors” Executive Directors are the Managing Director and other than Non-Executive Directors
of the Company.
“Group Companies” Group companies of our Company in accordance with the SEBI ICDR Regulations. For
details, see “Our Group Companies” beginning on page 262
Independent Directors on the Board, and eligible to be appointed as an Independent
Director under the provisions of Companies Act and SEBI LODR Regulations. For details
“Independent Director(s)”
of the Independent Directors, please refer to chapter titled “Our Management” beginning
on page 240 of this Prospectus
“ISIN” International Securities Identification Number. In this case being INE0VWL01017.
“Key Managerial Personnel/ Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
KMP” ICDR Regulations and Section 2(51) of the Companies Act, as described in “Our
Management – Key Managerial Personnel of our Company” on page 252.
“Key Performance Key financial and operational performance indicators of our Company, as included in
Indicators” or “KPIs” “Basis for Offer Price” beginning on page 142.
Materiality Policy The policy on identification of group companies, material creditors and material litigation,
adopted by our Board on March 11, 2025 in accordance with the requirements of the SEBI
(ICDR) Regulations, 2018 read with SEBI ICDR (Amendment) Regulation, 2025.
“MD” or “Managing The Managing Director of our Company, namely, Mr. Ankit Shailesh Mehta.
Director”
“Memorandum of
Association” or “MoA” The Memorandum of Association of our Company, as amended from time to time
“Nomination and The Nomination and Remuneration Committee of our Company, constituted on January
Remuneration Committee” 13, 2025 in accordance with Section 178 of the Companies Act, 2013, the details of which
are provided in “Our Management” beginning on page 240 of this Prospectus
“Non-Executive Directors” A Director not being an Executive Director or an Independent Director, as set out in “Our
Management” beginning on page 240.
“Promoters” Shall mean promoters of our Company i.e., Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh
Mehta and Mr. Shailesh Vinodrai Mehta. For further details, please refer to section titled
“Our Promoters and Promoter Group” beginning on page 256 of this 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 256 of this Prospectus.
“Peer Review Auditors” Auditor having a valid Peer Review certificate in our case being M/s. Bagaria & Co LLP,
Chartered Accountants, having their office located at 701 Stanford, Junction of S V Road
& C D Burfiwala Marg, Andheri West, Mumbai, Maharashtra 400058, India.
“Registered Office” The Registered Office of our Company situated at Office No. 403/404, 4th Floor, K.L.
Accolade, 6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra 400055, India.
“Registrar of Companies” or Registrar of Companies, Mumbai, Maharashtra, situated at 100, Everest, Marine Drive,
“RoC” Mumbai – 400002, Maharashtra, India.
“Restated Financial Collectively, Restated Consolidated Financial Information/ Restated Consolidated
Information” Summary Statement/ Restated Consolidated Financial Statement of our company
“Restated Consolidated Restated Consolidated Financial Statements of our Company for the financial years ended
Financial Information” on March 31, 2025, March 31, 2024 and March 31, 2023 (prepared in accordance with
the Indian GAAP read with Section 133 of the Companies Act, 2013 and restated in
accordance with requirements of Companies Act, 2013, as amended, the SEBI ICDR
Regulations as amended and Guidance Note on “Reports in Company Prospectuses
2Term Description
(Revised 2019) issued by ICAI, as amended) which comprises the restated summary
statement of assets & liabilities, the restated summary statement of profit and loss and
restated summary statement of cash flows along with all the schedules and notes thereto
“Selling Shareholder(s)” Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta
“Shareholder(s)” Equity shareholder(s) of our Company from time to time
“Stakeholders Relationship The Stakeholders’ Relationship Committee of our Company, constituted on January 13,
Committee” 2025 in accordance with Section 178 of the Companies Act, 2013, the details of which
are provided in “Our Management” beginning on page 240 of this Prospectus
“Senior Management Senior management personnel of our Company in terms of Regulation 2(1)(bbbb) of the
Personnel” SEBI ICDR Regulations as described in “Our Management – Senior Management
Personnel of our Company” on page 253.
“Subsidiaries” or “ERMPL The Subsidiaries of our Company, namely, Easy Raw Materials Private Limited
and VBPL” (ERMPL) and Vinstar Biotech Private Limited (VBPL), for further details see History
and Certain Corporate Matters” on page 233.
OFFER RELATED TERMS
Term Description
“Abridged Prospectus” A memorandum containing such salient features of a Prospectus as may be specified by the
SEBI in this regard
“Acknowledgement Slip” The slip or document to be issued by the relevant Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form.
“Allot” or “Allotment” or Unless the context otherwise requires, allotment (in case of the Fresh Issue) or transfer (in
“Allotted” case of the Offer for Sale), of the Equity Shares by the Company and the Selling
Shareholders, respectively pursuant to the Offer to in each case to successful Bidders.
“Allotment Advice” A note or advice or intimation of Allotment sent to each of the successful Bidders who have
been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange.
“Allottee” A successful Bidder to whom the Equity Shares are Allotted
“Anchor Investor(s)” A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the requirements specified in the SEBI ICDR Regulations and the Prospectus and who
has Bid for an amount of at least ₹ 200.00 Lakhs
“Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor
Allocation Price” Investor Bid Period in terms of the Red Herring Prospectus and this Prospectus, which will
be determined by our Company and Selling Shareholders, in consultation with the Book
Running Lead Manager
“Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Application Form” Portion in accordance with the requirements specified under the SEBI ICDR Regulations
and the Red Herring Prospectus and this Prospectus
“Anchor Investor Bidding The day, being one Working Day prior to the Bid / Offer Opening Date, on which Bids by
Date” or “Anchor Investor Anchor Investors shall be submitted, prior to and after which the Book Running Lead
Bid/Offer Period” Manager will not accept any Bids from Anchor Investors, and allocation to Anchor Investors
shall be completed
“Anchor Investor Offer The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms
Price” of the Red Herring Prospectus and this Prospectus, which price will be equal to or higher
than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will
be determined by our Company and Selling Shareholders, in consultation with the Book
Running Lead Manager
“Anchor Investor Pay-in With respect to Anchor Investor(s), the Anchor Investor Bid/Offer Period, and in the event
Date” the Anchor Investor Allocation Price is lower than the Anchor Investor Offer Price, not later
than two Working Days after the Bid/ Offer Closing Date
“Anchor Investor Portion” Up to 60% of the QIB Portion which may be allocated by our Company and Selling
Shareholders, in consultation with the Book Running Lead Manager, to the Anchor Investors
on a discretionary basis by our Company and Selling Shareholders, in consultation with the
Book Running Lead Manager in accordance with the SEBI ICDR Regulations
3Term Description
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
“Application Supported An application, whether physical or electronic, used by ASBA Bidders, to make a Bid and
by Blocked Amount” or authorising an SCSB to block the Bid Amount in the ASBA Account and will include
“ASBA” applications made by UPI Bidders using UPI Mechanism where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI
Mechanism
“ASBA Account” A bank account maintained by an ASBA Bidder with an SCSB and specified in the ASBA
Form submitted by such ASBA Bidder in which funds will be blocked by such SCSB to the
extent of the amount specified in the ASBA Form submitted by such ASBA Bidder and
includes a bank account maintained by a UPI Bidders linked to a UPI ID, which will be
blocked by the SCSB upon acceptance of the UPI Mandate Request in relation to a Bid by a
UPI Bidders Bidding through the UPI Mechanism
“ASBA Bid” A Bid made by an ASBA Bidder
“ASBA Bidders” All Bidders except Anchor Investors
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders to submit Bids,
which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and this Prospectus
“Banker(s) to the Offer” Collectively, the Escrow Collection Bank, Refund Bank, Public Offer Account Bank and
Sponsor Bank(s)
“Basis of Allotment” The basis on which Equity Shares will be Allotted to successful Bidders under the Offer. For
details, see “Offer Procedure” beginning on page 364.
“Bid Amount” The highest value of optional Bids indicated in the Bid cum Application Form and, in the
case of IBs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity
Shares Bid for by such Individual Bidder and mentioned in the Bid cum Application Form
and payable by the Bidder or blocked in the ASBA Account of the Bidder, as the case may
be, upon submission of the Bid in the Offer
“Bid cum Application Anchor Investor Application Form or the ASBA Form, as the context requires
Form”
“Bid Lot” 600 Equity Shares and in multiples of 600 Equity Shares thereafter
“Bid(s)” An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period 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
“Bid/Offer Closing Date” Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in all editions
of Financial Express (a widely circulated English national daily newspaper), all editions of
Janasatta (a widely circulated Hindi national daily newspaper) and all editions of the
Pratahakal, a Marathi daily newspaper (Marathi being the regional language of Maharashtra,
where our Registered Office is located), each with wide circulation
In case of any revisions, the revised Bid/ Offer Closing Date will be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice, and also by indicating the
change on the websites of the Book Running Lead Manager and at the terminals of the other
members of the Syndicate and by intimation to the Designated Intermediaries and the
Sponsor Bank(s). Our Company and Selling Shareholders, in consultation with the Book
Running Lead Manager, may consider closing the Bid/Offer Period for QIBs one Working
Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations
“Bid/Offer Opening Date” Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in all editions
of Financial Express (a widely circulated English national daily newspaper), all editions of
Janasatta (a widely circulated Hindi national daily newspaper) and all editions of the
4Term Description
Pratahakal, a Marathi daily newspaper (Marathi being the regional language of Maharashtra,
where our Registered Office is located), each with wide circulation
In case of any revision, the revised Bid/ Offer Opening Date will also be widely disseminated
by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the
change on the websites of the Book Running Lead Manager and at the terminals of the other
members of the Syndicate and by intimation to the Designated Intermediaries and the
Sponsor Bank(s)
“Bid/Offer Period” Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and
the Bid/Offer Closing Date, inclusive of both days, during which Bidders can submit their
Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations,
provided that such period shall be kept open for a minimum of three Working Days.
Our Company and Selling Shareholders, in consultation with the Book Running Lead
Manager, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the
Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations
“Bidder” or “Applicant” Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied, which
includes an ASBA Bidder and an Anchor Investor
“Bidding Centres” The centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms, being the Designated Branches for SCSBs, Specified Locations for the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
“Book Building Process” Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made
“Book Running Lead The Book Running Lead Manager to the Offer namely, Smart Horizon Capital Advisors
Manager” or “BRLM” Private Limited (Formerly Known as Shreni Capital Advisors Private Limited)
“Broker Centres” Broker centres notified by the Stock Exchange where ASBA Bidders can submit the ASBA
Forms to a Registered Broker.
The details of such broker centres, along with the names and the contact details of the
Registered Brokers are available on the respective websites of the Stock Exchange
(www.bseindia.com)
“Cap Price” The higher end of the Price Band, subject to any revisions thereto, above which the Offer
Price and Anchor Investor Offer Price will not be finalised and above which no Bids will be
accepted. The Cap Price shall be at least 105% of the Floor Price and less than or equal to
120% of the Floor Price
“Cash Escrow and The cash escrow and sponsor bank agreement to be entered into between our Company, the
Sponsor Bank Selling Shareholders, the Book Running Lead Manager, the Registrar to the Offer and the
Agreement” Banker(s) to the Offer for, inter alia, collection of the Bid Amounts from the Anchor
Investors, transfer of funds to the Public Offer Account and where applicable, refunds of the
amounts collected from the Anchor Investors, on the terms and conditions thereof, in
accordance with the UPI Circulars
“Client ID” The client identification number maintained with one of the Depositories in relation to demat
account
“Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant” or “CDP” and who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations
in terms of SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 as per the list available on the respective websites of the Stock Exchanges, as updated
from time to time
“Confirmation of A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note” or have been allocated Equity Shares, on or after the Anchor Investor Bid/Offer Period
“CAN”
“Cut-off Price” The Offer Price finalised by our Company and Selling Shareholders, in consultation with the
Book Running Lead Manager and selling shareholders which shall be any price within the
Price Band. Only Individual Bidders Bidding in the Individual Portion are entitled to Bid at
5Term Description
the Cut off Price. QIBs (including the Anchor Investors) and Non-Institutional Bidders are
not entitled to Bid at the Cut-off Price
“Demographic Details” The demographic details of the Bidders including the Bidders’ address, name of the Bidders’
father or husband, investor status, occupation, bank account details, PAN and UPI ID, where
applicable
“Designated Branches” Such branches of the SCSBs which shall collect the ASBA Forms from relevant Bidders, a
list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
or at such other website as may be prescribed by SEBI from time to time
“Designated CDP Such locations of the CDPs where relevant ASBA Bidders can submit the ASBA Forms.
Locations” The details of such Designated CDP Locations, along with the names and contact details of
the CDPs eligible to accept ASBA Forms are available on the websites of the Stock
Exchange (www.bseindia.com)
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account
to the Public Offer Account or the Refund Account, as the case may be, and the instructions
are issued to the SCSBs (in case of UPI Bidders using UPI Mechanism, instruction issued
through the Sponsor Bank(s)) for the transfer of amounts blocked by the SCSBs in the ASBA
Accounts to the Public Offer Account or the Refund Account, as the case may be, in terms
of the Red Herring Prospectus and this Prospectus after finalization of the Basis of Allotment
in consultation with the Designated Stock Exchange, following which the Equity Shares will
be Allotted in the Offer
“Designated Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in
Intermediary(ies)” relation to IBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are
authorised to collect Bid cum Application Forms from the relevant Bidders, in relation to
the Offer.
In relation to ASBA Forms submitted by IBs Bidding in the individual Portion by authorising
an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall
mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked
upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism,
Designated Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers,
CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not using the
UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents,
SCSBs, Registered Brokers, the CDPs and RTAs
“Designated Market Alacrity Securties Limited will act as the Market Maker and has agreed to receive or deliver
Maker” the specified securities in the market making process for a period of three years from the
date of listing of our Equity Shares or for a period as may be notified by amendment to SEBI
ICDR Regulations
“Designated RTA Such locations of the RTAs where relevant ASBA Bidders can submit the ASBA Forms to
Locations” RTAs. The details of such Designated RTA Locations, along with names and contact details
of the RTAs eligible to accept ASBA Forms are available on the websites of the Stock
Exchange (www.bseindia.com)
“Designated Stock BSE Limited (SME Exchange) (“BSE SME”)
Exchange”
“Draft Red Herring The Draft Red Herring Prospectus dated March 21, 2025 issued in accordance with the SEBI
Prospectus” or “DRHP” ICDR Regulations, which does not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the offer, including any addenda or corrigenda
thereto
“Eligible FPI(s)” FPI(s) that are eligible to participate in the Offer in terms of applicable law and from such
jurisdictions outside India where it is not unlawful to make an offer / invitation under the
Offer and in relation to whom the Bid cum Application Form and the Prospectus constitutes
an invitation to purchase the Equity Shares
6Term Description
“Eligible NRI(s)” NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from
jurisdictions outside India where it is not unlawful to make an offer or invitation under the
Offer and in relation to whom the Bid cum Application Form and the Prospectus will
constitute an invitation to purchase the Equity Shares
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank
and in whose favour the Bidders (excluding the ASBA Bidders) will transfer money through
direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid
“Escrow Collection Bank(s), which are clearing members and registered with SEBI as a banker to an offer under
Bank(s)” the SEBI BTI Regulations and with whom the Escrow Account will be opened, in this case
being, ICICI Bank Limited
“First Bidder” or “Sole The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision
Bidder” Form and in case of joint Bids, whose name also appears as the first holder of the beneficiary
account held in joint names
“Floor Price” The lower end of the Price Band, subject to any revision thereto, not being less than the face
value of the Equity Shares at or above which the Offer Price and the Anchor Investor Offer
Price will be finalised and below which no Bids will be accepted
“Fraudulent Borrower” Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
“Fresh Issue” Fresh Issue of 26,00,000 Equity Shares aggregating ₹ 6,448.00 Lakhs by our Company
“Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender” Economic Offenders Act, 2018
“General Information The General Information Document for investing in public issues, prepared and issued in
Document” or “GID” accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020, suitably modified and updated pursuant to, among others, the SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020. The General Information
Document shall be available on the websites of the Stock Exchanges, and the Book Running
Lead Manager
“Gross Proceeds” The gross proceeds of the Fresh Issue which will be available to our Company
“Individual Portion” The portion of the Net Offer being not less than 35% of the Net Offer consisting of 10,78,800
Equity Shares, who applies for minimum application size.
“Individual Bidder(s)” or minimum application size shall be two lots per application, such that the minimum
“Individual Investor(s)” or application size shall be above ₹ 2 lakhs. (including HUFs applying through their Karta) and
“II(s)” or “IB(s)” Eligible NRIs
“Market Maker The Reserved portion of 1,66,200 Equity shares of ₹10/- each at an Offer Price of ₹ 248/-
Reservation Portion” per share aggregating to ₹ 412.18 Lakhs for Designated Market Maker in the Public Offer
of our Company
“Market Making The agreement dated June 20, 2025 entered amongst our Company and Selling Shareholders,
Agreement” Designated Market Maker and the Book Running Lead Manager, pursuant to the
requirements of the SEBI ICDR Regulations, based on which certain market making
arrangements are agreed to in relation to the Offer
“Materiality Policy” The policy adopted by our Board on March 11, 2025, 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
“Mobile Applications” The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43
or such other website as may be updated from time to time, which may be used by IIs to
submit Bids using the UPI Mechanism
“Monitoring Agency” Brickwork Ratings India Private Limited, being a credit rating agency registered with SEBI.
“Monitoring Agency The agreement dated June 20, 2025 to be entered into between our Company and the
Agreement” monitoring agency, pursuant to the requirements of the SEBI ICDR Regulations.
“Mutual Fund Portion” 5% of the Net QIB Portion or 30,800 Equity Shares which shall be available for allocation
to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or
above the Offer Price
“Net Offer” The Offer less than Market Maker Reservation Portion.
7Term Description
“Net Proceeds” Proceeds from the Fresh Issue less our Company’s share of the Offer expenses. For further
details, see “Objects of the Offer” beginning on page 99.
“Mutual Funds” Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
“Net QIB Portion” The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
“Non-Institutional All Bidders that are not QIBs or IBs and who have Bid for Equity Shares, for more than two
Bidders” or “NIBs” lots (but not including NRIs other than Eligible NRIs)
“Non-Institutional being not less than 15% of the Net Offer comprising of 4,63,200 Equity Shares which shall
Portion” be available for allocation to Non-Institutional Investors of which one-third of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of
more than two lots and up to such lots as equivalent to not more than ₹ 10.00 Lakhs and two-
thirds of the Non-Institutional Portion will be available for allocation to Bidders with an
application size of more than ₹ 10.00 Lakhs and under-subscription in either of these two
sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-
category of Non-Institutional Portion.
“Non-Resident” A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs
“Non-Resident Indians” or A non-resident Indian as defined under the FEMA Rules
“NRI(s)”
“Offer” The Initial Public Offer of 32,29,200 Equity Shares of face value of ₹10/- each for cash at a
price of ₹248/- per Equity shares (including premium of ₹238/- per Equity Share)
aggregating to ₹8,008.42 Lakhs
“Offer for Sale” Offer for Sale of 6,29,200 Equity Shares aggregating to ₹1560.42 Lakhs by the Selling
Shareholders
“Offer Agreement” The offer agreement dated December 26, 2024 and addendum to offer Agreement dated June
20, 2025 entered into between our Company, the Selling Shareholders, and the Book
Running Lead Manager, pursuant to which certain arrangements are agreed upon in relation
to the Offer
“Offer Price” The final price at which Equity Shares will be Allotted to ASBA Bidders in terms of the Red
Herring Prospectus and this Prospectus. Equity Shares will be Allotted to Anchor Investors
at the Anchor Investor Offer Price in terms of this Prospectus.
The Offer Price and discount (if any) will be decided by our Company and Selling
Shareholders, in consultation with the Book Running Lead Manager, on the Pricing Date in
accordance with the Book Building Process and this Prospectus.
“Offer Proceeds” The proceeds of the Fresh Issue which shall be available to our Company and the proceeds
of the Offer for Sale which shall be available to the Selling Shareholders in proportion to the
respective portion of the Offered Shares. For further information about use of the Offer
Proceeds, see “Objects of the Offer” beginning on page 99.
“Offered Shares” 6,29,200 Equity Shares aggregating to ₹1,560.42 Lakhs offered by the Selling Shareholders
in the Offer for Sale
“Price Band” The price band of a minimum price of ₹236/- per Equity Share (Floor Price) and the
maximum price of ₹248/- per Equity Share (Cap Price) including revisions thereof.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company and
Selling Shareholders, in consultation with the Book Running Lead Manager, and will be
advertised in all editions of Financial Express (a widely circulated English national daily
newspaper), and all editions of Janasatta (a widely circulated Hindi national daily
newspaper) and all editions of the Pratahakal, 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/Offer Opening Date and shall be
available to the Stock Exchange for the purpose of uploading on their respective websites
“Pricing Date” The date on which our Company and Selling Shareholders, in consultation with the Book
Running Lead Manager, will finalise the Offer Price
8Term Description
“Promoters Contribution” Aggregate of 20% of the post-offer Equity Share capital of our Company that is eligible to
form part of the minimum promoters’ contribution, as required under the provisions of the
SEBI ICDR Regulations and amendments thereto, held by our Promoters, which shall be
locked-in for a period of 3 years from the date of Allotment
“Prospectus” The prospectus dated July 10, 2025 to be filed with the RoC on or after the Pricing Date in
accordance with Section 26 of the Companies Act, and the SEBI ICDR Regulations
containing, inter alia, the Offer Price that is
“Public Announcement” The Draft Red Herring Prospectus filed with BSE was made public for comments, if any,
for a period of at least twenty-one days from the date of filing the Draft Red Herring
Prospectus, by hosting it on our Company’s website, BSE SME’s website and Book Running
Lead Manager’s website.
Our Company had, within two working days of filing the Draft Red Herring Prospectus with
BSE SME Exchange, made a public announcement in all editions of Financial Express (a
widely circulated English national daily newspaper), and all editions of Janasatta (a widely
circulated Hindi national daily newspaper) and all editions of the Pratahakal, a Marathi daily
newspaper (Marathi being the regional language of Maharashtra, where our Registered
Office is located), disclosing the fact of filing of the Draft Red Herring Prospectus with BSE
SME and inviting the public to provide their comments to the BSE SME Exchange, our
Company or the Book Running Lead Manager(s) in respect of the disclosures made in the
Draft Red Herring Prospectus.
“Public Offer Account(s)” The ‘no-lien’ and ‘non-interest bearing’ bank account to be opened, in accordance with
Section 40(3) of the Companies Act, with the Public Offer Account Bank to receive monies
from the Escrow Account and the ASBA Accounts on the Designated Date.
“Public Offer Account Bank(s) which are a clearing member and registered with SEBI as a banker to an offer, and
Bank(s)” with whom the Public Offer Account for collection of Bid Amounts from Escrow Accounts
and ASBA Accounts will be opened, in this case being ICICI Bank Limited.
“QIBs” or “QIB Bidders” Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
or “Qualified Institutional Regulations
Buyers”
“QIB Portion” The portion of the Net Offer (including the Anchor Investor Portion) being not more than
50% of the Net Offer consisting of 15,21,000 Equity Shares, available for allocation to QIBs
(including Anchor Investors) on a proportionate basis (in which allocation to Anchor
Investors shall be on a discretionary basis, as determined by our Company and Selling
Shareholders in consultation with the BRLM), subject to valid Bids being received at or
above the Offer Price
“Red Herring Prospectus” The Red Herring Prospectus dated June 27, 2025 issued by our Company in accordance with
or “RHP” Section 32 of the Companies Act, and the provisions of the SEBI ICDR Regulations, which
will not have complete particulars of the price at which the Equity Shares will be offered
and the size of the Offer, including any addenda or corrigenda thereto.
The Red Herring Prospectus was filed with the RoC at least three Working Days before the
Bid/Offer Opening Date and will become the Prospectus upon filing with the RoC after the
Pricing Date.
“Refund Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which
refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be
made
“Refund Bank(s)” The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case
being ICICI Bank Limited
“Registered Brokers” The stockbrokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of circular no.
CIR/CFD/14/2012 dated October 4, 2012 and the UPI Circulars, issued by SEBI
“Registrar Agreement “ Registrar agreement dated January 07, 2025 and addendum to Registrar agreement dated
June 20, 2025 entered into between our Company, the Selling Shareholders and the Registrar
to the Offer, in relation to the responsibilities and obligations of the Registrar to the Offer
pertaining to the Offer
9Term Description
“Registrar to the Offer” or Bigshare Services Private Limited
“Registrar”
“Resident Indian” A person resident in India, as defined under FEMA
“Revision Form” The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount in
any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.
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. Individual Bidders,
(subject to the minimum application size above ₹ 2.00 Lakhs) can revise their Bids during
the Bid/ Offer Period and withdraw their Bids until Bid/Offer Closing Date
“RTAs” or “Registrar and The registrar and share transfer agents registered with SEBI and eligible to procure Bids
Share Transfer Agents” from relevant Bidders at the Designated RTA Locations in terms of SEBI circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and available
on the websites of the Stock Exchange at www.bseindia.com
“SCORES” SEBI Complaints Redress System
“Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using
Bank(s)” or “SCSB(s)” the UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
as applicable or such other website as may be prescribed by SEBI from time to time; and (b)
in relation to ASBA (using the UPI Mechanism), a list of which is available on the website
of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40,
or such other website as may be prescribed by SEBI 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. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
as updated from time to time. In accordance with SEBI RTA Master Circular, UPI Bidders
Bidding 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
“Share Escrow Agent” The share escrow agent to be appointed pursuant to the Share Escrow Agreement namely,
Bigshare Services Private Limited
“Share Escrow Share escrow agreement dated June 20, 2025 to be entered into between our Company, the
Agreement” Selling Shareholders and the Share Escrow Agent in connection with the transfer of the
Offered Shares by the Selling Shareholders for the purposes of credit of such Equity Shares
to the demat accounts of the Allottees in accordance with the Basis of Allotment
“Specified Locations” The Bidding centres where the Syndicate shall accept Bid cum Application Forms from
relevant Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in), and
updated from time to time
“Sponsor Banks” Bankers to the Offer registered with SEBI, appointed by our Company to act as a conduit
between the Stock Exchange and NPCI in order to push the mandate collect requests and /
or payment instructions of the UPI Bidders using the UPI Mechanism, and carry out any
other responsibilities in terms of the UPI Circulars, in this case being ICICI Bank Limited
“Stock Exchanges” BSE Limited (SME Exchange) (“BSE SME”)
“Sub-Syndicate The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the
Members” Syndicate Members, to collect ASBA Forms and Revision Forms
10Term Description
“Syndicate Agreement” Syndicate agreement dated June 20, 2025 entered into between our Company, the Selling
Shareholders and the members of the Syndicate in relation to collection of Bid cum
Application Forms by the Syndicate
“Syndicate Member(s)” Intermediaries (other than the Book Running Lead Managers) registered with SEBI who are
permitted to carry out activities as an underwriter, namely Shreni Shares limited (formerly
known as Shreni Shares Private Limited)
“Syndicate” or “members The Book Running Lead Managers and the Syndicate Members
of the Syndicate”
“Underwriters” The Underwriters in this case are Smart Horizon Capital Advisors Private Limited
“Underwriting The Underwriting Agreement dated April 09, 2025 and addendum to Underwriting
Agreement” Agreement dated June 20, 2025 entered into between our Company, the Selling Shareholders
and the Underwriters.
“UPI” Unified payments interface which is an instant payment mechanism, developed by NPCI
“UPI Bidders” Collectively, individual investors applying as (i) Individual Bidders in the Individual Portion
and (ii) Non-Institutional Bidders with a Bid size of up to ₹5.00 lakhs in the Non-
Institutional Portion, and applying under the UPI Mechanism through ASBA Form(s)
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants
and Registrar and Share Transfer Agents. Pursuant to Circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all individual
investors applying in public issues where the application amount is up to ₹500,000 using
UPI Mechanism, 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 Circulars” SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these circulars are
not rescinded by the SEBI RTA Master Circular), SEBI RTA Master Circular (to the extent
it pertains to UPI), SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April
5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, along with the
circular issued by the National Stock Exchange of India Limited having reference no.
25/2022 dated August 3, 2022 and the circular issued by BSE Limited having reference no.
20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by
SEBI or the Stock Exchanges in this regard
“UPI ID” ID created on the UPI for single-window mobile payment system developed by the NPCI
“UPI Mandate Request” A request (intimating the UPI Bidders by way of a notification on the UPI-linked mobile
application and by way of an SMS on directing the UPI Bidders to such UPI mobile
application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise blocking of
funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in
case of Allotment
“UPI Mechanism” Process for applications by UPI Bidders submitted with intermediaries with UPI as mode of
payment, in terms of the UPI Circulars
“UPI PIN” A password to authenticate a UPI transaction
“Wilful Defaulter” Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
11Term Description
“Working Day” All days on which commercial banks in Mumbai are open for business; provided however,
with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, the term
Working Day shall mean all days, excluding Saturdays, Sundays and public holidays, on
which commercial banks in Mumbai are open for business; and (c) the time period between
the Bid/Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges,
“Working Day” shall mean all trading days of the Stock Exchanges, excluding Sundays and
bank holidays, as per circulars issued by SEBI, including the UPI Circulars
TECHNICAL OR INDUSTRY RELATED TERMS / ABBREVIATIONS
Term Description
AAY Antyodaya Anna Yojana
ACC Advanced chemical cell
AIC Atal Incubation Centre
AIDef AI in Defence
AIFs Alternative Investment Funds
ASRT Academy of Scientific Research and Technology
BGs Bank Guarantees
BOT Build-Operate-Transfer
CAD Current Account Deficit
CAGR compound annual growth rate
CAZRI Central Arid Zone Research Institute
CEPA Comprehensive Economic Partnership Agreement
CGSS Credit Guarantee Scheme for Start-ups
CPI Consumer Price Index
DII Domestic Institutional Investors
DNTs Denotified/Nomadic/SemiNomadic tribal communities
DoS Department of Space
DPA Deendayal Port Authority
DPIIT Department for Promotion of Industry and Internal Trade
EAC Experts' Advisory Committee
ECTA Economic Cooperation and Trade Agreement
EPFO The Employees' Provident Fund Organisation
ESDM Electronics System Design and Manufacturing
ETPs Effluent Treatment Plant
FDI Foreign Direct Investment
FIEO Federation of Indian Export Organisations
FII Foreign Institutional Investors
FMCG Fast-Moving Consumer Goods
FPI Foreign Portfolio Investors
FRE First Revised Estimates
FTAs Free Trade Agreements
FY Financial Year
GCC Gulf Cooperation Council
GDP Gross Domestic Product
GIS Geographical Information Systems
G-secs government securities
12GST Goods and Services Tax
GVA Gross value added
HFIs High-Frequency Indicators
HUL Hindustan Unilever Limited
ICAR Indian Council of Agricultural Research
ICEA Indian Cellular and Electronics Association
IDRCL India Debt Resolution Co. Ltd
IIJS India International Jewellery Show
IIP Index of Industrial Production
IISR Indian Institute of Spices Research
IMF International Monetary Fund
IndAus ECTA India-Australia Economic Cooperation and Trade Agreement
JETCO Joint Economic and Trade Committee
LEI Legal Entity Identifier
LMT lakh metric tonnes
MFP Mega Food Parks
MITRA Mega Investment Textiles Parks
MMF man-made fibre
MoSPI Ministry of Statistics & Programme Implementation
MoU Memorandum of Understanding
MSME Micro, Small, and Medium Enterprises
NABARD National Bank for Agriculture and Rural Development
NaBFID National Bank for Financing Infrastructure and Development
NARCL National Asset Reconstruction Company Ltd
OPEC Organization of the Petroleum Exporting Countries
OPEC+ Organization of the Petroleum Exporting Countries plus selected nonmember countries
PECF Pondicherry Engineering College Foundation
PE-VC Private Equity-Venture Capital
PHH Primary Household
PLI productivity linked incentive
PM GatiShakti Prime Minister GatiShakti Master Plan
PM-DevINE Prime Minister’s Development Initiative for North-East Region
PM-DevINE Prime Minister’s Development Initiative for North-East Region
PMGKAY Pradhan Mantri Garib Kalyan Ann Yojana
PMI Purchasing Manager Index
PM-VISHWAKARMA Prime Minister VISHWAKARMA Scheme
PPP Public-Private Partnership
R&D Research and Development
RBI Reserve Bank of India
Rs. Indian Rupees
SDLs State Development Loans
SEBI Securities and Exchange Board of India
SEED Scheme for Economic Empowerment of Denotified Tribes
SEZ Special Economic Zone
SFPL Sproutlife Foods
SPI Strengthening of Pharmaceutical Industry
13TCPL Tata Consumer Products
TFP Total Factor Productivity
TSFL Tata SmartFoodz Limited
TTDF Telecom Technology Development Fund
US$ United States Dollar
USOF Universal Service Obligation Fund
WEO World Economic Outlook
WTO World Trade Organization
CONVENTIONAL TERMS / ABBREVIATIONS
Term Description
“₹” or “Rs.” Or “Rupees” or Indian Rupees
“INR”
“AIFs” Alternative Investment Funds, as defined in, and registered under the SEBI AIF
Regulations
“AGM” Annual general meeting
“AS” or “Accounting Accounting standards issued by the ICAI
Standards”
“AUM” Asset under the Company’s management
“Bn” or “bn” Billion
“BSE” BSE Limited
“Category I AIF” AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations
“Category I FPIs” FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations
“Category II AIF” AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations
“Category II FPIs” FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
AIF Regulations
“CDSL” Central Depository Services (India) Limited
“CFM” Cubic Feet per Minute
“CIN” Corporate Identity Number
“Civil Code” Code of Civil Procedure, 1908
“CIRP” Corporate Insolvency Resolution Process
“Companies Act” or Companies Act, 2013, as applicable, along with the relevant rules, regulations,
“Companies Act, 2013” clarifications and modifications made thereunder
“Consolidated FDI Policy” Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File
Number 5(2)/2020-FDI Policy dated the October 15, 2020, effective from October 15, 2020
“CrPC” Code of Criminal Procedure, 1973
“Cu.m” or “M3” Cubic Meter
“Depositories” Together, NSDL and CDSL
“Depositories Act” Depositories Act, 1996
“DIN” Director Identification Number
“DP ID” Depository Participant’s Identification
“DP” or “Depository A depository participant as defined under the Depositories Act
Participant”
“DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (formerly known as Department of Industrial Policy and
Promotion)
“EGM” Extraordinary general meeting
14Term Description
“EMI” Equated Monthly Instalment
“ESOP Scheme” Employee Stock Option Scheme
“ESPS Scheme” Employee Stock Purchase Scheme
“EPS” Earnings per equity share
“ERMPL” Easy Raw Materials Private Limited
“Factories Act” Factories Act, 1948
“FDA” Food and Drug Administration
“FDI” Foreign direct investment
“FEMA” The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
“FEMA Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“Financial Year” or Financial year shall have the same meaning as assigned to it under sub-section (41) of
“Fiscal” or “Fiscal Year” or section 2 of the Companies Act, 2013
“FY”
“FPI” Foreign portfolio investors as defined under the SEBI FPI Regulations
“FSSAI” Food Safety and Standards Authority of India
“FVCI” Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
“GoI” or “Government” or Government of India
“Central Government”
“GDP” Gross domestic product
“GMP” Good Manufacturing Practises
“GST” Goods and services tax
“HR” Human Resource
“HVAC” Heating, ventilation and air conditioning
“ICAI” The Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards
“Income Tax Act” The Income-tax Act, 1961
“Ind AS” Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015
“India” Republic of India
“Indian GAAP” or Accounting Standards notified under Section 133 of the Companies Act, 2013, read
“IGAAP” together with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting
Standards) Amendment Rules, 2016
“Indian Securities Laws” Indian Securities Laws include among others the SEBI Act, SEBI FUTP Regulations, SEBI
ICDR Regulations, SEBI Listing Regulations, SEBI Takeover Regulations and SEBI PIT
Regulations
“IPC” Indian Penal Code, 1860
“IPO” Initial public offering
“IRDAI” Insurance Regulatory and Development Authority of India
“IST” Indian Standard Time
“IT” Information Technology
“IT Act” The Information Technology Act, 2000
“JNPA” Jawaharlal Nehru Port Authority
“JNPT” Jawaharlal Nehru Port Trust
“KL” Kilo Litre
“KYC” Know Your Customer
“Lit” Litre
“LOA” Letter of Approval
“MCA” Ministry of Corporate Affairs, Government of India
“MLPL” Moksha Lifecare Private Limited
“Mn” or “mn” or Mio Million
“NACH” National Automated Clearing House
15Term Description
“National Investment National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23,
Fund” 2005 of the GoI, published in the Gazette of India
“NAV” Net Asset Value
“NBFC” Non-Banking Financial Companies
“NEFT” National Electronic Fund Transfer
“Negotiable Instruments The Negotiable Instruments Act, 1881
Act”
“NHB” National Housing Board
“NHB Act” The National Housing Bank Act, 1987
“NPCI” National Payments Corporation of India
“NRE” Non- Resident External
“NRO” Non-Resident Ordinary
“NSDL” National Securities Depository Limited
“NSE” National Stock Exchange of India Limited
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or indirectly to the
Corporate Body” extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in
the Offer
“p.a.” Per annum
“P/E Ratio” Price to Earnings Ratio
“PAN” Permanent Account Number
“PEB” Pre-Engineered Building
“PNPL” Profoods Nutrition Private Limited
“RBI” Reserve Bank of India
“RBI Act” Reserve Bank of India Act, 1934
“RCC” Reinforced Cement Concrete
“Regulation S” Regulation S under the U.S. Securities Act
“RTGS” Real Time Gross Settlement
“Rule 144A” Rule 144A under the U.S. Securities Act
“RMT” Running Meter
“SARFAESI Act” Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002
“SAR Scheme” Stock Appreciation Right Scheme
“SCRA” Securities Contracts (Regulation) Act, 1956
“SCRR” Securities Contracts (Regulation) Rules, 1957
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act” Securities and Exchange Board of India Act, 1992
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
“SEBI BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
“SEBI FUTP Regulations” Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to
Securities Market) Regulations, 2003
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
“SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
“SEBI ICDR Master SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023
Circular”
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and amendments thereto.
“SEBI ICDR (Amendment) SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025
Regulations, 2025” through the SEBI Notification no. SEBI/LAD-NRO/GN/2025/233 dated March 03, 2025
16Term Description
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations”
“SEBI Mutual Fund Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations”
“SEBI RTA Master SEBI master circular bearing reference number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37
Circular” dated May 7, 2024
“SEBI SBEB & SE Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Regulations” Equity) Regulations, 2021
“SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations” Regulations, 2011
“SEBI VCF Regulations” Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as
repealed pursuant to the SEBI AIF Regulations
“SEZ” Special Economic Zone
“SRIFIR” Shriram Institute for Industrial Research
Sq. Ft. Square Feet
Sq. Mt. Square Meter
“State Government” The government of a state in India
“Stock Exchanges” BSE Limited
“STT” Securities Transaction Tax
“Systemically Important Systemically important non-banking financial company as defined under Regulation
NBFC” or “NBFC-SI” 2(1)(iii) of the SEBI ICDR Regulations
“TAN” Tax deduction account number
“U.S. QIBs” “qualified institutional buyers”, as defined in Rule 144A
“U.S. Securities Act” U.S. Securities Act of 1933, as amended
“U.S.” or “USA” or United States of America including its territories and possessions, any State of the United
“United States” States, and the District of Columbia
“USD” or “US$” United States Dollars
“VBPL” Vinstar Biotech Private Limited
“VCFs” Venture capital funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case
may be
“WOS” Wholly-Owned Subsidiary
17PRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA
CERTAIN CONVENTIONS
All references to “India” contained in this Prospectus 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 Government of India, central or state, as applicable. All references to the “U.S.”, “US”, “U.S.A” or “United States”
are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless indicated
otherwise, all references to a ‘year’ in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
FINANCIAL DATA
Unless stated otherwise or the context otherwise requires, the financial information in this Prospectus is derived from the
Restated Financial Information. The Restated Financial Information of our Company comprises of the Restated Consolidated
Financial Information of our company.
The Restated consolidated financial information of our Company and its Subsidiaries comprising of the restated consolidated
statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated
statement of profit and loss (including other comprehensive income), and, the restated consolidated statement of cash flows
for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, and notes to the restated consolidated
financial information, prepared in accordance with the requirements of Section 26 of the Companies Act 2013; Paragraph
(A) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references in
this Prospectus to a particular FY, Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12-month period
ended on March 31 of that particular calendar year.
There are significant differences between Ind AS, Generally Accepted Accounting Principles in the United States of America
(the “U.S. GAAP”) and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or U.S.
GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included
in this Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
financial data. Accordingly, the degree to which the financial information included in this Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the
Companies Act, IGAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
policies and practices on the financial disclosures presented in this Prospectus should, accordingly, be limited. For risks
relating to significant differences between Ind AS and other accounting principles, see “Risk Factors – Significant differences
exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors
assessments of Our Company's financial condition. Our failure to successfully adopt IFRS may have an adverse effect on the
price of our Equity Shares. The proposed adoption of IFRS could result in our financial condition and results of operations
appearing materially different than under Indian GAAP.” on page 18.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 31, 182 and
302 respectively, of this Prospectus, and elsewhere in this Prospectus have been calculated on the basis of the “Restated
Financial Information” of our Company as beginning on page 265 of this Prospectus.
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.
All references to the word “Lakh” or “Lac”, means “One hundred thousand” and the word “Million/Mio” means “Ten Lakhs”
and the word “Crore” means “Ten Million/Mio” and the word “Billion” means “One thousand Million”.
18In this 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 Information in decimals have been rounded off to the second decimal
and all percentage figures have been rounded off to two decimal places.
This 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.
INDUSTRY AND MARKET DATA
Unless stated otherwise, industry data used throughout this 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 this Prospectus is reliable, it has not been independently verified
by the Book Running Lead Manager or any of their affiliates or advisors. Data from these sources may also not be
comparable. Industry sources and publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on estimates and
assumptions that may prove to be incorrect. Such data involves risks, uncertainties and numerous assumptions and is subject
to change based on various factors, including those discussed in “Risk Factors” beginning on pages 31. Accordingly,
investment decisions should not be based solely on such information.
Further, the extent to which the industry and market data presented in this 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 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:
Exchange Rate as on March Exchange Rate as on March Exchange Rate as on March
Currency
31, 2025 31, 2024 31, 2023
1 USD 85.58 83.37 82.22
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.rbi.org.in/scripts/referenceratearchive.aspx
19FORWARD LOOKING STATEMENTS
All statements contained in this Prospectus that are not statements of historical fact constitute forward-looking statements.
All statements regarding our expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements include statements with respect to our business strategy, our
revenue and profitability, our projects and other matters discussed in this Prospectus regarding matters that are not historical
facts. Investors can generally identify forward-looking statements by the use of terminology such as “aim”, “anticipate”,
“believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”, “will pursue”,
“contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or other words or phrases of similar import.
All forward-looking statements (whether made by us or any third party) are predictions and 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.
All statements contained in this 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 this ed Herring Prospectus regarding
matters that are not historical facts. These forward-looking statements and any other projections contained in this 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.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which
our Company operates and our ability to respond to them, our ability to successfully implement our strategy, our growth and
expansion, technological changes, our exposure to market risks, general economic and political conditions in India, the
monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates,
equity prices or other rates or prices, the performance of the financial markets in India, regulations, taxes, changes in
competition in our industry and incidents of any natural calamities and/or acts of violence.
(i) Disruption in the stock market in India or Globally.
(ii) Failure to comply with laws and regulations prescribed by authorities of the jurisdictions in which we operate;
(iii) General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
(iv) Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks associated
with our operations;
(v) Disruption in the network connection and Internet services;
(vi) Recession in the market;
(vii) Changes in laws and regulations relating to the industries in which we operate;
(viii) Our ability to successfully implement our growth strategy and expansion plans;
(ix) Our ability to meet our capital expenditure requirements;
(x) Our ability to attract, retain and manage skilled qualified personnel;
(xi) Failure to obtain any approvals, licenses, registrations and permits in a timely manner;
(xii) Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate
policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other
rates or prices;
(xiii) The occurrence of natural or man-made disasters could adversely affect our results of operations and financial
condition;
20(xiv) Any adverse outcome in the legal proceedings in which we are involved;
(xv) Our ability to expand our geographical area of operation;
For further discussions of factors that could cause our actual results to differ, please refer the section titled “Risk Factors”
and chapter titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 31, 182, and 302 of this Prospectus, respectively. By their nature, certain market risk
disclosures are only estimating 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.
There can be no assurance to Applicants that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, Applicants are cautioned not to place undue reliance on such forward-looking statements
and not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect the current views as of the date of this Prospectus and are not a guarantee of future
performance.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given
these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard
such statements as 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 Book Running Lead Manager, or any of their
respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after
the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
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.
21SECTION II - SUMMARY OF OFFER DOCUMENT
The following is a general summary of certain disclosures included in this Prospectus and is neither exhaustive, nor purports
to contain a summary of all the disclosures in the Draft Red Herring Prospectus or the Red Herring Prospectus or this
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 Prospectus, including “Risk
Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our
Promoters and Promoter Group”, “Restated Financial Information”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “Outstanding Litigation and Material Developments”, “Offer Procedure” and “Main
Provisions of The Articles Of Association” on pages 31, 71, 87, 99, 152, 182, 256, 265, 302, 318, 364 and 389, respectively.
SUMMARY OF OUR BUSINESS
We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards
the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to
nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of
captivated nutritional supplements and components. We offer products across seven product categories, i.e. Amino Acids,
Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably to
adapt to the growing awareness with respect to the needs of nutrition in the food products.
For more details, please refer chapter titled “Our Business” beginning on page 182 of this Prospectus.
SUMMARY OF OUR INDUSTRY
This industry blends nutrition and pharmaceuticals, focusing on products that provide health benefits beyond basic nutrition.
Our company mainly belongs to nutraceutical industry, specializes in a diverse array of captivating nutritional supplements
and components designed to meet evolving health needs. We offer products across seven distinct categories: Glycine,
Creatine Monohydrate 200Mesh, Inositol, L-Arginine, L-Glutamine, L-Carmitne, N-Acetyl L-Cysteine, Taurine, L-
Glutathione, Whey Protein Concentate. This comprehensive portfolio positions us strategically to respond to the increasing
awareness and demand for nutritional solutions in food products. Our commitment to quality and innovation allows us to not
only keep pace but also lead in meeting the dynamic nutritional needs of consumers, empowering them to achieve optimal
health and wellness.
For more details, please refer chapter titled “Industry Overview” beginning on page 152 of this Prospectus.
OUR PROMOTERS
The promoters of our company are Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta.
For detailed profile of our Promoters, please see chapter titled “Our Promoters and Promoter Group” beginning on page
256 of this Prospectus.
BOARD OF DIRECTORS
As on the date of this Prospectus, the Board of Directors of our Company comprises of the following:
Name Designation
Mr. Ankit Shailesh Mehta Chairman and Managing Director
Ms. Parul Shailesh Mehta Executive Director
Mr. Shailesh Vinodrai Mehta Executive Director
Mr. Rajesh Kalro Non-Executive Independent Director
Mr. Anirudh Ruia Non-Executive Independent Director
Mr. Abhishek Kamdar Non-Executive Independent Director
For detailed profile of our Board of Directors, please see chapter titled “Our Management” beginning on page 240 of this
Prospectus.
KEY MANAGERIAL PERSONNEL (KMP)
Name Designation
Mr. Ankit Shailesh Mehta Chairman and Managing Director
22Mr. Basavaraj Shankar Dalawai Chief Financial Officer
Ms. Ramdulari Saini Company Secretary and Compliance Officer
For detailed profile of our Key Managerial Personnel, please see chapter titled “Our Management” beginning on page 240
of this Prospectus.
SIZE OF OFFER
The following table summarizes the details of the Offer. For further details, see “The Offer” and “Offer Structure” beginning
on pages 71 and 359, respectively.
Offer of Equity Shares 1 32,29,200 Equity shares of ₹10/- each for cash at a price of ₹248/-per Equity
share (including a premium of ₹238/- per Equity Share) aggregating to ₹8,008.42
Lakhs
Out Of which:
Fresh Issue 2 26,00,000 Equity Shares aggregating to ₹6,448.00 Lakhs.
Offer for Sale 3 6,29,200 Equity Shares aggregating to ₹1,560.42 Lakhs.
Of which:
Market Maker Reservation Portion 1,66,200 Equity Shares of face value of ₹10/- each fully-paid up for cash at a
price of ₹248/- per Equity Share aggregating ₹ 412.18 Lakhs
Net Offer 30,63,000 Equity Shares of having face value of ₹10/- each fully paid-up for cash
at a price of ₹248/- per Equity Share aggregating ₹ 7,596.24 Lakhs
1. The Offer is being made in terms of Chapter IX of the SEBI ICDR Regulations, as amended from time to time. This Offer
is being made by our company in terms of Regulation of 229 (2) of SEBI ICDR Regulations and amendments thereto
read with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post – offer paid up equity share capital of our
company are being offered to the public for subscription.
2. The Offer has been authorized by the Board of Directors vide a resolution passed at its meeting held on January 13,
2025 and by the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the
Companies Act, 2013 at the Extra-Ordinary General Meeting held on January 16, 2025.
3. Selling Shareholders have confirmed that the Offered Shares have been held by such Selling Shareholders for a period
of at least one year immediately preceding the date of this Prospectus and are accordingly eligible for being offered for
sale in the Offer in compliance with the SEBI ICDR Regulations and amendments thereto. Further, Selling Shareholders
have confirmed that their respective Offered Shares are compliant with Regulation 230(1) (f) and 230(1) (g) of the SEBI
ICDR Regulation, 2018 read along with SEBI ICDR Regulation (Amendment) Regulations, 2025. For details on the
Consent of the selling shareholders in relation to the offered shares, see “The Offer” and “Other Regulatory and
Statutory Disclosures” on pages 71 and 335, respectively.
The Offer and Net Offer shall constitute 26.69% and 25.32% of the post-offer paid-up Equity Share capital of our Company.
OBJECTS OF THE OFFER
Our Company intends to utilize the Net Proceeds from fresh issue for the following objects:
(₹ in Lakhs)
Sr. No Particulars Amount
a) Financing the capital expenditure towards setting up of the Manufacturing Facility through 3,468.33
investment in our Wholly-Owned Subsidiary (WOS) Company, Easy Raw Materials Private
Limited;
b) Repayment/prepayment of all or certain of our borrowings availed of by our Company; 2,000.00
c) General Corporate Purpose# 26.74
Total 5,495.07
# The amount to be utilised for general corporate purposes will not exceed fifteen percent of the amount being raised by our
Company or ₹ 10 Crores, whichever is less in accordance with Regulation 230(2) of the SEBI ICDR Regulation, 2018 read
along with SEBI ICDR Regulation (Amendment) Regulations, 2025
For further details, please refer to chapter titled “Objects of the Offer” beginning on page 99 of this Prospectus.
23PRE-OFFER AND POST-OFFER SHAREHOLDING OF OUR PROMOTERS, PROMOTER GROUP AND THE
SELLING SHAREHOLDERS AS A PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE COMPANY
Set forth is the Pre-Offer and Post-Offer shareholding of our Promoters, Promoter group and Selling Shareholders as a
percentage of the paid-up share capital of the Company:
Category of Shareholders Pre-Offer Post-Offer
No. of Shares % of pre- No. of Shares % of post-
offer Capital offer Capital
Promoters
Mr. Ankit Shailesh Mehta (Selling 47,49,465 50.00% 44,34,865 36.65%
Shareholder)
Ms. Parul Shailesh Mehta (Selling 47,49,500 50.00% 44,34,900 36.66%
Shareholder)
Mr. Shailesh Vinodrai Mehta 7 Negligible 7 Negligible
Promoter Group
Ms. Jaini Shailesh Mehta 7 Negligible 7 Negligible
Ms. Bhavna Bharat Bhayani 7 Negligible 7 Negligible
Total 94,98,986 100.00% 88,69,786 73.31%
For further details of the Offer, see “Capital Structure” beginning on page 87 of this Prospectus.
SHAREHOLDING PATTERN OF PROMOTER / PROMOTER GROUP AND ADDITIONAL TOP 10
SHAREHOLDERS OF THE COMPANY AS AT ADVERTISEMENT AND ALLOTMENT:
S. Pre-Offer shareholding as at the date of Post-Offer shareholding as at Allotment (2)
No. Advertisement
Shareholders Number Share At the lower end of the At the upper end of the
of holding price band (₹236.00/-) price band (₹248.00/-)
Equity (in Number of Share Number of Share
Shares %) Equity holding (in Equity holding (in
Shares %) Shares %)
Promoters
1. M r. Ankit Shailesh 47,49,465 50.00% 44,34,865 36.65% 44,34,865 36.65%
Mehta
2. M s. Parul Shailesh 47,49,500 50.00% 44,34,900 36.66% 44,34,900 36.66%
Mehta
3. M r. Shailesh Vinodrai 7 Negligible 7 Negligible 7 Negligible
Mehta
Promoter Group (1)
4. M s. Jaini Shailesh Mehta 7 Negligible 7 Negligible 7 Negligible
5. M s. Bhavna Bharat 7 Negligible 7 Negligible 7 Negligible
Bhayani
Top 10 Shareholders (3)
6. M r. Mikit Bharat 7 Negligible 7 Negligible 7 Negligible
Bhayani
7. M r. Bharat Dhirajlal 7 Negligible 7 Negligible 7 Negligible
Bhayani
Notes:
1) The Promoter Group Shareholders are Ms. Jaini Shailesh Mehta and Ms. Bhavna Bharat Bhayani;
2) Based on the Offer Price of ₹ 248/- and subject to finalization of the basis of allotment
3) As on the date of this Prospectus, we have total 7 (seven) shareholders, out of which only 2 are Public Shareholders.
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION
The following details are derived from the Restated Consolidated Financial Information as at March 31, 2025, March 31,
2024 and March 31, 2023.
(₹ in lakhs other than share data)
24For the year ended March 31
Particulars
2025 2024 2023
Equity Share capital 949.90 135.70 135.70
Net worth# 5,328.57 2,901.47 1,449.65
Total Income$ 20,545.63 13,282.77 13,168.62
Restated profit/(loss) after tax 2,425.75 1,451.82 766.02
Earnings per share (Basic & diluted) (Post Bonus & Split) (₹)@ 25.54 15.28 8.06
Net Asset Value per Equity Share (Post Bonus & Split) (₹)* 56.10 30.55 15.26
Total borrowings^ 1,702.82 1,254.75 1,133.22
#Net Worth = Restated Equity Share Capital plus Restated Reserves & Surplus
$Total Income = 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
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 Consolidated Financial Information.
SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS
A summary of pending legal proceedings and other material litigations involving our Company, our Promoters, our Directors,
our Subsidiaries and our Group Companies as on the date of this Prospectus is provided below:
Name of Entity Criminal Tax Statutory or Disciplinary Material Aggregate
Proceedings Proceedings Regulatory actions by the Civil amount
Proceedings SEBI or Stock Litigations involved (₹
Exchanges against in Lakhs)
our Promoters
Company
By the Company 2 NA NA NA NA 3.29
Against the NA NA NA NA NA NA
Company
Directors/
KMPs/SMPs
By our NA NA NA NA NA NA
Directors/
KMPs/SMPs
Against the NA NA NA NA NA NA
Directors/
KMPs/SMPs
Promoters*
By Promoters NA NA NA NA NA NA
Against NA 3 NA NA NA 80.11
Promoters
Subsidiaries
By Subsidiaries NA NA NA NA NA NA
Against NA NA NA NA NA NA
Subsidiaries
Group
Companies
25By Group NA NA NA NA NA NA
Companies
Against Group NA NA NA NA NA NA
Companies
*Our Promoters are also the director of the Company. Hence litigations against them have not been included under the
heading of director to avoid repetition.
Brief details of top 5 Criminal Case against our Promoters:
Sr. Particulars Litigation filed Current Amount
No. by status involved
1 NA NA NA NA
For further details, please refer chapter titled “Outstanding Litigations and Material Developments” beginning on page 318
of this Prospectus.
SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY
The following is a summary table of our company’s contingent liabilities as:
(₹ in Lakhs)
For the year ended March 31
Particulars
2025 2024 2023
Contingent liabilities in respect of:
Bank Guarantees given on behalf of the Company 17.85 - -
Total 17.85 - -
For details, please refer to Section titled “Restated Financial Information” beginning on page 265 of this Prospectus.
SUMMARY OF RELATED PARTY TRANSACTIONS
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.
List of Related Parties where Control exists and Relationships:
Name of the Related Party Designation Relationship
Mr. Ankit Shailesh Mehta Promoter, Chairman and Managing Key Management Personnel
Director (KMP)
Mr. Basavaraj Shankar Dalawai Chief Financial Officer
Ms. Ramdulari Saini Company Secretary and Compliance
Officer
Ms. Parul Shailesh Mehta Promoter and Executive Director Director
Mr. Shailesh Vinodrai Mehta Promoter and Executive Director
Ms. Jaini Shailesh Mehta Promoter Group Relatives of Key Management
P ersonnel (KMP)
M/s. Chemkart (Proprietor of Ms. Promoter Group Entity Enterprise over which KMP have
Parul Shailesh Mehta) significant influence or control
Moksha Lifecare Private Limited Promoter Group Entity and Group
Company
Profoods Nutrition Private Limited Promoter Group Entity and Group
Company
Easy Raw Materials Private Limited Wholly-Owned Subsidiary Company
Vinstar Biotech Private Limited Wholly-Owned Subsidiary Company
M/s. Chemical Scientific Centre, Promoter Group Entity Enterprise over which relative of
previously known as Atul Chemicals KMP have significant influence
or control
26(Proprietor of Mr. Shailesh Vinodrai
Mehta)
Easy Raw Materials Private Limited Wholly-Owned Subsidiary Company Subsidiaries
Vinstar Biotech Private Limited Wholly-Owned Subsidiary Company
Transactions carried out with Related Party in ordinary course of business:
(₹ in Lakhs)
Transactions during the Relationship For the Year Ended on
year: March 31, March 31, 2024 M arch 31, 2023
2025
Loan Taken
Ms. Parul Shailesh Mehta Promoter and Executive 65.42 160.23 700.95
Director
Mr. Ankit Shailesh Mehta Promoter, Chairman and 83.50 93.00 -
Managing Director
Loan Repaid
Ms. Parul Shailesh Mehta Promoter and Executive 109.00 71.99 669.04
Director
Mr. Ankit Shailesh Mehta Promoter, Chairman and 176.50 - -
Managing Director
Loan Given
Mr. Ankit Shailesh Mehta Promoter, Chairman and - - 5.00
Managing Director
Vinstar Biotech Private Wholly Owned Subsidiary 0.50 - -
Limited Company
Easy Raw Materials Wholly Owned Subsidiary - 381.80 7.00
Private Limited Company
Reimbursement of Expenses
Mr. Ankit Shailesh Mehta Promoter, Chairman and 5.17 - -
Managing Director
Remuneration
Mr. Ankit Shailesh Mehta Promoter, Chairman and 36.00 15.00 12.00
Managing Director
Ms. Parul Shailesh Mehta Promoter and Executive 36.00 15.00 12.00
Director
Mr. Shailesh Vinodrai Promoter and Executive 13.50 - -
Mehta Director
Mr. Basavaraj Shankar Chief Financial Officer 5.73 4.98 4.30
Dalawai
Ms. Ramdulari Saini Company Secretary and 1.75 - -
Compliance Officer
Professional Fees
Mr. Shailesh Vinodrai Promoter and Executive 4.50 - 12.00
Mehta Director
Ms. Jaini Shailesh Mehta Promoter Group - 18.00 12.00
Purchase of Material
M/s. Chemkart Promoter Group Entity 25.21 26.40 2,605.01
(Proprietor of Ms. Parul
Shailesh Mehta)
Moksha Lifecare Private Promoter Group Entity and 314.24 4.26 -
Limited Group Company
M/s. Chemical Scientific Promoter Group Entity 2.88 2.85 0.06
Centre, previously known
as Atul Chemicals
(Proprietor of Mr.
Shailesh Vinodrai Mehta)
Profoods Nutrition Promoter Group Entity and 191.35 - -
Private Limited Group Company
27Sales of Material
M/s. Chemkart Promoter Group Entity 24.11 47.29 -
(Proprietor of Ms. Parul
Shailesh Mehta)
Moksha Lifecare Private Promoter Group Entity and - 9.25 15.26
Limited Group Company
M/s. Chemical Scientific Promoter Group Entity 0.12 0.13 1.21
Centre, previously known
as Atul Chemicals
(Proprietor of Mr.
Shailesh Vinodrai Mehta)
Profoods Nutrition Promoter Group Entity and 170.65 - -
Private Limited Group Company
Note: Transactions with Vinstar Biotech Private Limited up to August 31, 2025, have been disclosed as related party
transactions. From September 1, 2025, the entity is fully consolidated and such transactions are eliminated on consolidation.
Related Party Balances:
(₹ in Lakhs)
Transactions during the Relationship For the Year Ended on
year: March 31, March M arch 31, 2023
2025 31, 2024
Unsecured Loan
Ms. Parul Shailesh Mehta Promoter and Executive (390.42) (427.00) (338.76)
Director
Mr. Ankit Shailesh Mehta Promoter, Chairman and - (93.00) 5.00
Managing Director
Easy Raw Materials Private Wholly Owned Subsidiary - 381.80 7.00
Limited Company
Other Payables
Mr. Ankit Shailesh Mehta Promoter, Chairman and (2.12) - -
Managing Director
Trade Payable
M/s. Chemkart (Proprietor Promoter Group Entity - (10.53) (49.06)
of Ms. Parul Shailesh
Mehta)
M/s. Chemical Scientific Promoter Group Entity (0.65) (0.65) (0.16)
Centre, previously known as
Atul Chemicals (Proprietor
of Mr. Shailesh Vinodrai
Mehta)
Moksha Lifecare Private Promoter Group Entity and - - -
Limited Group Company
Trade Receivables
Moksha Lifecare Private Promoter Group Entity and 3.81 9.34 3.01
Limited Group Company
Profoods Nutrition Private Promoter Group Entity and 0.47 - -
Limited Group Company
M/s. Chemkart (Proprietor Promoter Group Entity 17.87 - -
of Ms. Parul Shailesh
Mehta)
Provision for Salary
Mr. Ankit Shailesh Mehta Promoter, Chairman and (26.05) - -
Managing Director
Ms. Parul Shailesh Mehta Promoter and Executive (4.05) - -
Director
Mr. Shailesh Vinodrai Promoter and Executive (12.15) - -
Mehta Director
For details, please refer to chapter titled “Restated Financial Information” beginning on page 265 of this Prospectus.
28FINANCING ARRANGEMENTS
There have been no financing arrangements whereby our Promoters, members of the Promoter group, our directors and their
relatives have financed the purchase by any other person of securities of our Company during a period of six (6) months
immediately preceding the date of this Prospectus.
WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES WERE ACQUIRED BY OUR PROMOTERS
AND THE SELLING SHAREHOLDERS IN THE LAST ONE YEAR PRECEDING THE DATE OF THIS
PROSPECTUS.
The weighted average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders in the last one (1)
year preceding the date of this Prospectus set forth in the table below:
Sr. Name Number of Number of Equity Shares Weighted Average cost of
No. Equity Shares Held Acquisition (in ₹) *
acquired in the
one year
preceding the
date of this
Prospectus
1. Mr. Ankit Shailesh Mehta 40,70,970 47,49,465 Nil
(Selling Shareholder)
2. Ms. Parul Shailesh Mehta 40,71,000 47,49,500 Nil
(Selling Shareholder)
3. Mr. Shailesh Vinodrai 07 07 1.43
Mehta
*As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
The weighted average cost of acquisition of Equity Shares by our Promoters/ selling shareholders have been calculated by
taking into account the amount paid by them to acquire and Shares allotted to them divided by number of shares acquired
in last one (1) year.
AVERAGE COST OF ACQUISITION OF PROMOTERS AND SELLING SHAREHOLDERS
The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders as on the date of this
Prospectus is:
Sr. Name Number of Equity Shares Held Average cost of Acquisition (in ₹) *
No.
1. Mr. Ankit Shailesh Mehta (Selling 47,49,465 1.43
Shareholder)
2. Ms. Parul Shailesh Mehta (Selling 47,49,500 1.43
Shareholder)
3. Mr. Shailesh Vinodrai Mehta 07 1.43
* As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
The average cost of acquisition of Equity Shares by our Promoters 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.
DETAILS OF PRE-IPO PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus till the
listing of the Equity Shares.
ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE (1) YEAR
29Except as disclosed below, we have not issued any Equity Shares for consideration other than cash within last one year from
the date of this Prospectus:
Date of No. of Face Issue Reasons Benefits Allottees No. of
Allotment Equity Value Price of accrued to Shares
Shares (₹) (₹) Allotment company Allotted
December 81,42,000 10/- Nil Bonus Capitalization Mr. Ankit Shailesh Mehta 40,70,970
27, 2024 Issue of Surplus Ms. Parul Shailesh Mehta 40,71,000
Mr. Shailesh Vinodrai Mehta 06
Ms. Jaini Shailesh Mehta 06
Mr. Mikit Bharat Bhayani 06
Ms. Bhavna Bharat Bhayani 06
Mr. Bharat Dhirajlal Bhayani 06
SPLIT OR CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has not undertaken split or consolidation of the Equity Shares in the one 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 or received any exemption from complying with any provisions of securities laws by SEBI.
30SECTION III – RISK FACTORS
An investment in Equity Shares involves a high degree of financial risk. Investors should carefully consider all information
in this Prospectus, including the risks described below, before making an investment in our Equity Shares. If any of the
following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business,
results of operations, cash flows and financial condition could suffer, the price of the Equity Shares could decline, and you
may lose all or part of your investment. In making an investment decision, prospective investors must rely on their own
examination of us and the terms of the Offer including the merits and risks involved. Investors should consult their tax,
financial and legal advisors about particular consequences to them of an investment in the Offer. The risk factors set forth
below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our
business or any decision to purchase, own or dispose of the Equity Shares. This section addresses general risks associated
with the industry in which we operate and specific risks associated with our Company. However, there are certain risk
factors where the financial impact is not quantifiable and, therefore, such financial impact cannot be disclosed in such risk
factors. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or
other implications of any of the risks described in this section. Any of the following risks, as well as the other risks and
uncertainties discussed in this Prospectus, could have a material adverse effect on our business and could cause the trading
price of our Equity Shares to decline and you may lose all or part of your investment.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Prospectus. See chapter titled “Forward Looking Statements”
beginning on page 20 of this Prospectus.
To obtain a better understanding of our business, you should read this chapter in conjunction with other chapters of this
Prospectus, including the chapters titled “Our Business”, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”, “Industry Overview” and “Restated Financial Information” on page 182, 302, 152 and 265
respectively of this Prospectus, together with all other Restated Financial Information contained in this Prospectus. 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 Prospectus.
Unless otherwise stated, the financial data in this chapter is derived from our Restated Consolidated Financial Information
for the financial years ended March 31, 2025, 2024, and 2023 as included in “Restated Financial Information” beginning
on page 265 of this Prospectus.
INTERNAL RISKS
1. Our business operations rely significantly on the continuous and timely supply of products from top 5 and top 10 suppliers,
Also, we do not have continuing and exclusive supply agreement with them. Any interruptions or discontinuation of same
will adversely impact our overall performance and profitability.
As our company is engaged in trading of wide range of Food and Health ingredients. We are using imported as well as
domestic products for further processing and trading activities. Our products are majorly procured from the international
market considering factors such as quality, price, lead time, inventory levels and credit terms. We are largely dependent on
the nutraceutical, food and health industry for almost all of our products. We usually do not enter into long-term supply
contracts with any of our suppliers. We procure these products typically through purchase orders which sets out the terms
and conditions in relation to quantity, pricing and delivery details and do not enter into any continuing and exclusive supply
agreements with our suppliers. If our suppliers do not perform their obligations in a timely manner, or cease operations or
decide to discontinue our supply relationships, or at all, we would need to find alternative suppliers, within a requisite span
of time. While we have not experienced any instance where any of our suppliers did not fulfill their obligations in a timely
manner in the last three Fiscals that resulted in an adverse impact on our operations, we cannot assure that such instances
will not arise in the future.
Following is the purchase breakup of the top five and top ten suppliers of our Company for the financial year ended
March 31, 2025, 2024 and 2023:
Based on Standalone Audited Financials:
31Fiscal 2025 Fiscal 2024 Fiscal 2023
S.
Particulars
No Amount % of total Amount % of total Amount % of total
(₹ in lakhs) Purchases (₹ in lakhs) Purchases (₹ in lakhs) Purchases
1 Top five suppliers 7,371.50 42.49% 4,358.13 41.48% 5,426.84 46.55%
2. Top ten suppliers 10,180.05 58.68% 6,025.23 57.34% 7,318.79 62.78%
Based on Consolidated Audited Financials:
Fiscal 2025 Fiscal 2024 Fiscal 2023
S.
Particulars
No Amount % of total Amount % of total Amount % of total
(₹ in lakhs) Purchases (₹ in lakhs) Purchases (₹ in lakhs) Purchases
1. Top five suppliers 7,371.50 42.49% NA NA NA NA
2. Top ten suppliers 10,180.05 58.68% NA NA NA NA
Note: The consolidation was prepared only for the stub period ended September 30, 2024, hence the figures in consolidated
financial statements for the FY ended 2024 and 2023 are nil.
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Although we have not experienced any instances where our suppliers were unable to supply us desired quantities of products
or where we could not find a replacement for any particular supplier in the last three Fiscals , we cannot assure you that such
instances will not arise in future. In the event any of our key suppliers is unable to provide us the required quantity or quality
of products or in a timely manner, we cannot assure you that we will be able to find a suitable replacement and at an acceptable
cost within our delivery timelines. Further, in the event of an increase in the price of these products, we cannot assure you
that we will be able to correspondingly increase the price of our products. Our reliance on a select group of suppliers may
also constrain our ability to negotiate our arrangements with them. We may experience unanticipated increases in costs due
to fluctuations in the supply and demand in the national and international markets for nutraceutical products. Any such
interruptions in the supply of these products, may have an adverse effect on our ability to trade our products in a timely or
cost-effective manner and we may be in breach of our contractual obligations if any. The occurrence of any such event may
adversely affect our business, results of operations, financial condition and cash flows. As we typically do not have exclusive
arrangements with our suppliers, our suppliers could engage with our competitors and prioritize supplies of their other
customers, which could adversely impact our ability to procure a sufficient quantity of products at competitive rates and
within a reasonable timeframe.
2. We source our majority of the products from international market i.e. China. Any adverse developments affecting our
procurement in this region could have an adverse impact on our revenue and results of operations.
There was a subsequent increase in the imports as compared to domestic purchases and significant imports are being made
from China, considering factors such as quality, price, lead time, inventory levels and credit terms. This strategic decision
allows us to benefit from the geographical advantages, ensuring timely delivery of the products. For the financial years ended
March 31, 2025, 2024 and 2023, our product procurement from our suppliers located in China contributes 76.04%, 75.43%
and 70.20% of our total Purchases respectively.
For the financial years ended March 31, 2025, 2024 and 2023, our product procurement from our suppliers in international
market to the % of our total Purchases are as follows:
Based on Standalone Audited Financials:
(₹ in lakhs)
Particulars For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
Purchase of % of total Purchase of % of total Purchase of % of total
Products Purchase of Products Purchase of Products Purchase of
Products Products Products
Domestic 2,114.17 12.19% 1,841.73 17.53% 3,325.75 28.53%
Source
Imports 15,234.65 87.81% 8,665.94 82.47% 8,331.50 71.47%
Total 17,348.82 100% 10,507.67 100.00% 11,657.25 100.00%
32Based on Consolidated Audited Financials:
(₹ in lakhs)
Particulars For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
Purchase of % of total Purchase of % of total Purchase of % of total
Products Purchase of Products Purchase of Products Purchase of
Products Products Products
Domestic 2,114.17 12.19% NA NA NA NA
Source
Imports 15,234.65 87.81% NA NA NA NA
Total 17,348.82 100% NA NA NA NA
Note: The consolidation was prepared only for the stub period ended September 30, 2024, hence the figures in consolidated
financial statements for the FY ended 2024 and 2023 are nil.
As per Audited Standalone Financial Statements:
March 31, 2025
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 13,191.98 76.04%
Germany 395.68 2.28%
Hong Kong 390.33 2.25%
South Korea 1,209.94 6.97%
United Kingdom 46.71 0.27%
Total 15,234.65 87.81%
March 31, 2024
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 7,925.62 75.43%
South Korea 662.99 6.31%
Germany 77.33 0.74%
Total 8,665.94 82.47%
March 31, 2023
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 8,183.01 70.20%
Germany 103.43 0.89%
Indonesia 45.05 0.39%
Total 8,331.49 71.47%
As per Audited Consolidated Financial Statements:
March 31, 2025
Region (Import) Amount (Rs in lakhs) % of total Purchase of Products
China 13,191.98 76.04%
Germany 395.68 2.28%
Hong Kong 390.33 2.25%
South Korea 1,209.94 6.97%
United Kingdom 46.71 0.27%
Total 15,234.65 87.81%
Note: The consolidation was prepared only for the stub period ended September 30, 2024, hence the figures in consolidated
financial statements for the FY ended 2024 and 2023 are nil.
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
33For detailed bifurcation with respect to geographical purchases from domestic market, please see risk factor no. 16 in this
Prospectus.
Such geographical concentration of our business in the said region heightens our exposure to adverse developments related
to competition, as well as economic and demographic changes in these regions, which may adversely affect our business
prospects, financial conditions and results of operations. Factors such as competition, regulatory regimes, business practices
and customs, industry needs, transportation, high prices in other markets where we may procure our products may differ
from those in such region, and our experience in this region may not be applicable to other markets. Our inability to procure
into areas outside such markets may adversely affect our business prospects, financial conditions and results of operations.
3. Our company's limited operational history in trading nutraceutical products and health supplements, combined with our
wholly-owned subsidiary, Easy Raw Materials Private Limited (ERMPL), lacking manufacturing experience in this
industry, may pose challenges in accurately forecasting future performance and effectively responding to evolving market
conditions and also which might be considered as risks and challenges due to limited experience and regulatory
complexity in the nutraceutical sector.
As our company was incorporated in the year 2020, it may not have established a consistent performance history, making it
difficult to predict future success. The nutraceutical sector is heavily regulated and have limited operating history which may
mean that the company has less experience in navigating complex regulatory environments, potentially leading to compliance
issues. With limited experience, the company may encounter challenges in the research, development and processing of
effective nutraceutical products, which could impact their viability in the market. Further, our Company may have less
established relationships with suppliers, leading to potential disruptions, higher costs, or variability in product quality.
Further, our Company also intends to expand its business operations by way of backward integration by entering into
manufacturing of nutraceutical products and health supplements business activity through its one of the WOS Company i.e.
ERMPL for which our Company’s two of the promoters, Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta who are
also the Directors in the ERMPL do not have any experience in the manufacturing operations of nutraceutical products and
health supplements, however, the promoters have conducted extensive market research, industry analysis, also, ERMPL has
been engaged with experts to gain a fundamental understanding of the dynamics, challenges and opportunities within this
sector for which ERMPL has entered into technical collaboration agreement with Shriram Institute for Industrial Research
(SRIFIR), The purpose of the Agreement is to establish a collaboration between SRIFIR and ERMPL for the development,
production and formulation of a new nutraceuticals product, utilizing SRIFIR’s Technical Know-How and ERMPL’s
expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs. However, without prior experience
or established marketing strategies, our company and WOS may face higher costs in acquiring new customers, affecting
profitability. The nutraceutical sector is driven by trends and advancements in nutraceutical industry and our company and
ERMPL with limited history, may struggle to innovate in line with customer demands and emerging research.
In spite of the engagement of ERMPL with technical experts, the lack of an established performance history in manufacturing
activity can hinder our Company’s ability to attract investment, as potential investors often look for proven track records as
a measure of risk versus reward. Also limited background in the trading and processing business activity may also affect the
creditworthiness, making it difficult to secure favourable financing terms or loans needed for growth and expansion. The
regulatory landscape in the nutraceutical industry is indeed intricate, necessitating a robust understanding of compliance
mandates. Our limited experienced approach to navigating these regulations could result in costly missteps, such as fines,
product recalls, or reputational damage, further amplifying financial risks. Non-compliance might also lead to potential legal
liabilities, diverting resources away from critical business operations and stalling growth initiatives.
4. We generate our majority of the sales from domestic market of which major portion of sales from our operations is
generated from certain geographical regions especially, Maharashtra, Gujarat and New Delhi and minority portion of
sales is from international market. Any adverse developments affecting our operations in these regions could have an
adverse impact on our revenue and results of operations.
Currently majority of our sales is derived from the state of Maharashtra, Gujarat and New Delhi. For the financial years
ended March 31, 2025, 2024 and 2023 on the basis of Audited Standalone Financial Statements, our sales were ₹ 11,579.56
Lakhs, ₹ 8,786.82 Lakhs and ₹ 10,209.32 which constitutes 56.97 %, 66.55% and 77.71% respectively of the Revenue from
operations from the states mentioned above.
Following is the breakup of the revenue earned from domestic and export operations of our Company for the financial year
ended March 31, 2025, 2024 and 2023:
Based on Audited Standalone Financial Statements:
(₹ in lakhs)
34S. Particulars March 31, 2025 March 31, 2024 March 31, 2023
No. Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in from (₹ in from operations (₹ in from operations
lakhs) operations lakhs) lakhs)
1. Domestic 20,174.99 99.25% 13,167.82 99.74% 13,044.37 99.29%
2. Exports 152.86 0.75% 34.87 0.26% 93.41 0.72%
Total 20,327.85 100.00% 13,202.69 100.00% 13,137.78 100.00%
Based on Audited Consolidated Financial Statements:
(₹ in lakhs)
S. Particulars March 31, 2025 March 31, 2024 March 31, 2023
No. Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in from operations (₹ in from operations (₹ in from operations
lakhs) lakhs) lakhs)
1. Domestic 20,174.99 99.25% NA NA NA NA
2. Exports 152.86 0.75% NA NA NA NA
Total 20,327.85 100.00% NA NA NA NA
Note: The consolidation was prepared only for the stub period ended September 30, 2024, hence the figures in consolidated
financial statements for the FY ended 2024 and 2023 are nil.
Following is the break-up of revenue generated from domestic market for the financial year ended March 31, 2025,
2024 and 2023:
As per Audited Standalone Financial Statements:
For the period ended March 31, 2025
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 140.50 0.69%
Dadra and Nagar Haveli and Daman & Diu 91.21 0.45%
Delhi 960.94 4.73%
Goa 60.80 0.30%
Gujarat 3,018.50 14.85%
Haryana 3,622.56 17.82%
Himachal Pradesh 568.29 2.80%
Jammu & Kashmir 2.70 0.01%
Karnataka 735.56 3.62%
Kerala 5.24 0.03%
Madhya Pradesh 142.35 0.70%
Maharashtra 7,600.12 37.39%
Puducherry 0.07 0.00%
Punjab 1,245.55 6.13%
Rajasthan 29.46 0.14%
Sikkim 19.35 0.10%
Tamil Nadu 510.73 2.51%
Telangana 189.39 0.93%
Uttar Pradesh 1,033.86 5.09%
Uttarakhand 194.35 0.96%
West Bengal 3.46 0.02%
Total 20,174.99 99.25%
35For the Financial Year ended March 31, 2024
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 108.97 0.83%
Chhattisgarh 0.08 0.00%
Dadra and Nagar Haveli and Daman and Diu 248.96 1.89%
Goa 79.07 0.60%
Gujarat 1,539.82 11.66%
Haryana 772.84 5.85%
Himachal Pradesh 530.08 4.01%
Karnataka 586.56 4.44%
Kerala 7.48 0.06%
Madhya Pradesh 74.91 0.57%
Maharashtra 6,106.46 46.25%
New Delhi 1,140.54 8.64%
Pondicherry 0.28 0.00%
Punjab 644.39 4.88%
Rajasthan 25.35 0.19%
Tamil Nadu 316.96 2.40%
Telangana 197.73 1.50%
Uttar Pradesh 600.06 4.54%
Uttarakhand 185.69 1.41%
West Bengal 1.61 0.01%
Total 13,167.82 99.74%
For the Financial Year March 31, 2023
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 46.55 0.35%
Chandigarh 0.05 0.00%
Dadra and Nagar Haveli and Daman and Diu 102.20 0.78%
Goa 47.94 0.36%
Gujarat 1,118.55 8.51%
Haryana 395.33 3.01%
Himachal Pradesh 238.05 1.81%
Jammu and Kashmir 45.25 0.34%
Karnataka 288.21 2.19%
Kerala 0.64 0.00%
Madhya Pradesh 191.14 1.45%
Maharashtra 7,480.42 56.94%
Mizoram 2.97 0.02%
New Delhi 1,610.35 12.26%
Odisha 0.05 0.00%
Pondicherry 101.81 0.77%
Punjab 242.37 1.84%
Rajasthan 19.82 0.15%
Sikkim 0.03 0.00%
Tamil Nadu 172.07 1.31%
36Telangana 165.05 1.26%
Uttar Pradesh 712.05 5.42%
Uttarakhand 63.25 0.48%
West Bengal 0.22 0.00%
Total 13,044.37 99.29%
As per Audited Consolidated Financial Statements:
For the period ended March 31, 2025
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 140.50 0.69%
Dadra and Nagar Haveli and Daman & Diu 91.21 0.45%
Delhi 960.94 4.73%
Goa 60.80 0.30%
Gujarat 3,018.50 14.85%
Haryana 3,622.56 17.82%
Himachal Pradesh 568.29 2.80%
Jammu & Kashmir 2.70 0.01%
Karnataka 735.56 3.62%
Kerala 5.24 0.03%
Madhya Pradesh 142.35 0.70%
Maharashtra 7,600.12 37.39%
Puducherry 0.07 0.00%
Punjab 1,245.55 6.13%
Rajasthan 29.46 0.14%
Sikkim 19.35 0.10%
Tamil Nadu 510.73 2.51%
Telangana 189.39 0.93%
Uttar Pradesh 1,033.86 5.09%
Uttarakhand 194.35 0.96%
West Bengal 3.46 0.02%
Total 20,174.99 99.25%
Note: The consolidation was prepared only for the stub period ended September 30, 2024, hence the figures in consolidated
financial statements for the FY ended 2024 and 2023 are nil.
Following is the break-up of revenue generated from international market for the financial year ended March 31,
2025, 2024 and 2023:
As per Audited Standalone Financial Statements:
March 31, 2025
Country (Export) Revenue (₹ in lakhs) % of revenue from
operations
Germany 6.17 0.03%
Nepal 1.21 0.01%
New Zealand 0.04 0.00%
Portugal 0.10 0.00%
Saudi Arabia 52.32 0.26%
Slovakia 4.25 0.02%
South Korea 31.87 0.16%
37Sri Lanka 0.16 0.00%
Switzerland 2.69 0.01%
Turkey 1.14 0.01%
U.A.E 1.27 0.01%
United Arab Emirates 51.64 0.25%
Total 152.86 0.75%
For the Financial Year ended March 31, 2024
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
China 28.58 0.22%
Egypt 2.81 0.02%
Malaysia 0.12 0.00%
Netherlands 1.36 0.01%
South Korea 0.25 0.00%
Switzerland 1.33 0.01%
Turkey 0.28 0.00%
United Arab Emirates 0.13 0.00%
Total 34.87 0.26%
For the Financial Year ended March 31, 2023
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
China 79.05 0.60%
United Arab Emirates 14.36 0.11%
Total 93.41 0.71%
As per Audited Consolidated Financial Statements:
March 31, 2025
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
Germany 6.17 0.03%
Nepal 1.21 0.01%
New Zealand 0.04 0.00%
Portugal 0.10 0.00%
Saudi Arabia 52.32 0.26%
Slovakia 4.25 0.02%
South Korea 31.87 0.16%
Sri Lanka 0.16 0.00%
Switzerland 2.69 0.01%
Turkey 1.14 0.01%
U.A.E 1.27 0.01%
United Arab Emirates 51.64 0.25%
Total 152.86 0.75%
Note: The consolidation was prepared only for the stub period ended September 30, 2024, hence the figures in consolidated
financial statements for the FY ended 2024 and 2023 are nil.
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Such geographical concentration of our business in these regions heightens our exposure to adverse developments related to
competition, as well as economic and demographic changes in these regions, which may adversely affect our business
prospects, financial conditions and results of operations. We may not be able to leverage our experience in such regions to
38expand our operations in other parts of India, should we decide to further expand our operations. Factors such as competition,
culture, regulatory regimes, business practices and customs, industry needs, transportation in other markets where we may
expand our operations which may differ from those in such regions and our experience in these regions may not be applicable
to other markets. In addition, as we enter new markets and geographical areas, we are likely to compete not only with national
players, but also with local players who might have an established local presence, are more familiar with local regulations,
business practices and industry needs, have stronger relationships with local dealers, relevant government authorities,
suppliers or are in a stronger financial position than us, all of which may give them a competitive advantage over us. Our
inability to expand into areas outside such markets may adversely affect our business prospects, financial conditions and
results of operations. While our management believes that the Company has requisite expertise and vision to grow and mark
its presence in other markets going forward. However, investors should consider our business and prospects in light of the
risks, losses and challenges that we may face and should not rely on our results of operations for any prior periods as an
indication of our future performance.
5. The restated Consolidated financial statements have been provided by peer reviewed chartered accountants who is not
statutory auditor of our Company.
The Restated Consolidated Financial Information of our Company as disclosed in section titled “Restated Financial
Information” beginning on Page no. 261 of this Prospectus for the financial year ended on March 31, 2025, March 31, 2024
and March 31, 2023 are provided by Peer Reviewed Chartered Accountants i.e., M/s. Bagaria & Co LLP, Chartered
Accountants (having Peer Review Registration No. 014670) who is not the Statutory Auditor of our Company. In connection
with the preparation of the Restatement of Consolidated Financial Statements, and in order to enhance the perceived
independence and objectivity of the review process, the company have opted to engage separate audit firms to serve as our
Statutory Auditor and the Peer Review Auditor. Our Company’s Statutory Auditor is responsible for the audit of our
consolidated financial statements in accordance with applicable accounting standards and regulations.
6. Our Registered Office is not owned by us. In the event we lose such rights, our Business, Financial Condition and Results
of Operations and Cash Flows could be adversely affected.
Our Registered Office situated at Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East),
Mumbai-400055, Maharashtra, India is not owned by us and is taken on leave and license basis pursuant to Leave and License
agreement dated June 02, 2023, entered between Ms. Falguni Nitin Sanghavi and our Company and No Objection Certificate
is provided by Ms. Falguni Nitin Sanghavi to use the premises as the Registered Office of the Company. For further details,
see section “Our Business” beginning on page 182 of this Prospectus. If we are required to vacate the current premises’, we
would be required to make alternative arrangements for new offices and other infrastructure, and we cannot assure that the
new arrangements will be on a commercially acceptable/favourable terms. If we are required to relocate our business
operations during this period, we may suffer a disruption in our operations or have to pay higher charges, which could have
an adverse effect on our business, prospects, results of operations and financial condition.
7. We depend on certain customers for a significant portion of our revenues, Also, our Company in the usual course of
Business does not have any long term contracts with its Customers and we rely on purchase orders for delivery of our
products and our Customers may cancel or modify their orders, change quantities, delay or change their sourcing strategy.
Loss of one or more of our top Customers or a reduction in their demand for our products or reduction in revenue derived
from them may adversely affect our Business, Results of Operations and Financial Condition.
Our Company has in the past received repeat orders from our customers and they continue to engage us, however we do not
enter into long-term purchase contracts with our customers and we rely on purchase orders which govern the volume and
other terms of our sale of products to them. Many of the purchase orders we receive from our customers specify pricing
terms and the delivery schedule. Absence of any long-term contracts or contractual exclusivity with respect to our Business
Arrangements with such Customers poses a challenge on our ability to continue to supply our products to these Customers
in future. Moreover, we depend on a limited number of Customers, which exposes us to a risk of Customer concentration.
The table below sets forth the number of customers renewed and discontinued in each of the years indicated:
Based on Standalone Audited Financials:
Sr. No. For the year ended
Particulars
2025 2024 2023
1. No. of Customers renewed 494 437 364
2. No. of Customers discontinued 336 388 445
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
39Following is the revenue breakup of the top five and top ten customers of our Company for the financial year ended
March 31, 2025, 2024 and 2023:
Based on Audited Standalone Financial Statements:
(₹ in lakhs)
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
S. Amount % of Amount % of Amount % of
Particulars
No (₹ in lakhs) Revenue (₹ in lakhs) Revenue (₹ in lakhs) Revenue
from from from
Operations Operations Operations
1. Top five customers 6,730.39 33.11% 4,172.38 31.60% 5,818.92 44.29%
2. Top ten customers 9,332.16 45.91% 5,365.88 40.64% 7,174.80 54.61%
Based on Audited Consolidated Financial Statements:
(₹ in lakhs)
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
S. Amount % of Amount % of Amount % of
Particulars
No (₹ in lakhs) Revenue (₹ in lakhs) Revenue (₹ in lakhs) Revenue
from from from
Operations Operations Operations
1. Top five customers 6,730.39 33.11% NA NA NA NA
2. Top ten customers 9,332.16 45.91% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Since our revenues depend on a select number of customers, any adverse developments in our relationships with them or any
disputes with them may adversely affect our business and revenues. The loss of one or more of our significant customers or
a reduction in the amount of business we obtain from them could have an adverse effect on our business and results of
operations. There were Customers who have discontinued in the past periods however, majority of the number of customers
were also renewed in the last 3 fiscals, the data of the same is mentioned under the table above which sets forth the number
of customers renewed and discontinued in each of the years indicated. However, our reliance on a select group of customers
may also constrain our ability to negotiate our arrangements, which may have an impact on our profit margins and financial
performance. The deterioration of the financial condition or a decline in the budgetary allocations of these customers could
reduce their demand for our products and result in a significant decrease in the revenues we derive from them.
Furthermore, we do not have firm commitments in the form of continuing or long-term supply agreements with our
customers. Certain customer orders may also provide them with the unilateral right to terminate/modify their orders with us
by way of providing notice. We need to maintain sufficient inventory levels to meet customer expectations at all times.
Accumulating excess inventory could increase our inventory costs, and a failure to have adequate inventory in stock to fulfil
customer orders which could result in inability to meet customer demand or loss of customers. As actual orders by our
customers are typically placed by way of on-going purchase orders, we are exposed to significant or unexpected changes in
product specifications and delivery schedules, which may result in a mismatch between our goods for re-trade, thereby
increasing our costs for maintaining inventory. Our inability to forecast the level of customer demand for our products as
well as our inability to accurately schedule our purchases and manage our inventory may adversely affect our business and
cash flows from operations. The loss of business from any of the customers due to any reason could adversely affect our
business, results of operations, financial condition and cash flows.
8. There are certain non-compliance/delay filings noticed in some of our corporate records relating to forms filed with the
Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory
authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position
of the Company to that extent.
In the past, there have been some instances of delays/ non-filing/ non-compliance with certain statutory authorities with
certain provision of statutory regulations applicable to us which is certified pursuant to a Report issued by Nirmal Tiwari &
Associates dated March 07, 2025:
40Particulars Purpose of Date of Expected Actual Number Reasons for Steps taken by
the Form Event Date of Date of of Days the delay the company to
Filing Filing Delayed rectify such
delay
Form AOC-4 Annual 30/09/2023 30/10/2023 13/02/2024 106 Form has been
Due to
XBRL (FY Return filed with
inadvertently
2022-23) additional fees
Form MGT-7 Annual 30/09/2023 29/11/2023 12/02/2024 76 Form has been
Due to
(FY 2022-23) Return filed with
inadvertently
additional fees
Form AOC-4 Annual 30/09/2024 30/10/2024 05/02/2025 98 Form has been
Due to
XBRL (FY Return filed with
inadvertently
2023-24) additional fees
Form MGT-7 Annual 30/09/2024 29/11/2024 05/02/2025 69 Form has been
Due to
(FY 2023-24) Return filed with
inadvertently
additional fees
Form ADT-1 Appointment 30/09/2024 15/10/2024 16/10/2024 1 Form has been
Due to
or Statutory filed with
inadvertently
Auditors additional fees
Form MGT-14 Resolutions 25/02/2022 27/03/2022 08/04/2022 12 Form has been
Due to
to be filed filed with
inadvertently
with ROC additional fees
Form SH-7 Increase in 2/5/02/2022 27/03/2022 21/04/2022 25
Form has been
Authorized Due to
filed with
Share inadvertently
additional fees
Capital
Form INC-27 Conversion 16/08/2024 31/08/2024 20/09/2024 20
of Private Form has been
Due to
Limited to filed with
inadvertently
Public additional fees
Limited
Form DPT-3 Return of 30/06/2022 30/06/2022 12/04/2024 651 Form has been
Due to
(Annual basis Deposits filed with
inadvertently
2021-22) additional fees
Form DPT-3 Return of 30/06/2023 30/06/2023 04/12/2024 522 Form has been
Due to
(Annual basis Deposits filed with
inadvertently
2022-23) additional fees
Form CHG-1- Creation of 01/09/2021 01/10/2021 03/10/2021 2
Due to Form has been
Creation Charge
Expiry of filed with
(Charge ID
DSC additional fees
100483283)
Form CHG-1- Creation of 15/03/2022 14/04/2022 01/06/2022 48
Form has been
Creation Charge Due to
filed with
(Charge ID inadvertently
additional fees
100576198)
Form CHG-1- Modification 29/10/2022 28/11/2022 09/02/2023 73 delayed to
Form has been
Modification of Charge approve
filed with
(Charge ID form from
additional fees
100483283) Banker
Form CHG-1- Modification 29/07/2024 28/08/2024 29/08/2024 1
Form has been
Modification of Charge Due to
filed with
(Charge ID inadvertently
additional fees
100483283)
Further, the form filing of INC-20A for commencement of business was not complied with the provision of Section 10A of
the Companies Act, 2013 in terms of the receipt of subscription amount, since the company have filed the form INC-20A
without receiving the share subscription money from the subscribers which was to be received within 180 days of the date
of incorporation of the company. The amount of subscription was received with a delay of 241 days from the due date of
filing form INC-20A, however, as a corrective measure, Company has filed the Form GNL-1 for the adjudication application
with the ROC under Section 454 of the Companies Act, 2013 and made the payment. Under section 10A of Companies Act,
412023 the maximum penalty might have arisen to company is Rs. 50,000/- and to Mr. Ankit Shailesh Mehta and Ms. Parul
Shailesh Mehta is Rs. 1 Lakh each. Further, Rights Issue allotment made on March 28, 2022 by the Company was not
complied with the provision of Section 39 of the Companies Act, 2013 in terms of the receipt of subscription amount, since
the company received the subscription amount after the allotment done by us, however, as a corrective measure, Company
has filed the Form GNL-2 for the adjudication application with the ROC under Section 454 of the Companies Act, 2013 and
made the payment. Under section 39 of Companies Act, 2023, the maximum penalty might have arisen to company and to
Mr. Ankit Shailesh Mehta is Rs. 11,21,000 each. Further, Form MGT-7A was filed for the FY 2020-21 with wrong details
of shareholders, however as a corrective measure, Company has filed GNL-2 form for Application to invalidate MGT-7A
filed vide SRN T71620819 dated 12th January 2022 for FY 2020-21 and permit the company to file fresh MGT-7A to rectify
the error. Further, the Company has taken its first financial year from the date of incorporation i.e. March 06, 2020 to March
31, 2020 and has not complied with the provision of Section 2 (41) of the Companies Act, 2013 in terms of the financial
year, however, as a corrective measure, Company has filed GNL-1 form under Section 441 of the Act, for Compounding of
offence for non-compliance of the provision of Section 2 sub-section (41) of the Companies Act, 2013. Further, the first
financial year should end on 31st March of the following year if the company is incorporated on or after January 01 of a
year.
Further our company had filed e-form DIR-12 for change in designation and fixation of remuneration of Mr. Ankit Shailesh
Mehta, in which board resolution has been attached in the form which mentions the period of appointment and fixation of
remuneration as 5 years instead of 3 years whereas Special resolution attached in the form mentions the correct period, which
is a clerical mistake done by our company in the board resolution. These inadvertent mistakes were due to lack of appointment
of experienced Company Secretary.
Although the Company exercises reasonable care to ensure the accuracy and completeness of the information contained in
the forms filed alongwith their supporting attachments, there were clerical errors or omissions in the ROC forms filed in the
past. While no legal proceedings or regulatory action has been initiated against our Company in relation to such non-
compliance or instances of non-filings or incorrect filings or delays in filing statutory forms with the RoC as of the date of
this Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our
Company in future and we cannot assure you that we will not be subject to penalties imposed by concerned regulatory
authorities in this respect. Therefore, if the authorities impose monetary penalties on us or take certain punitive actions
against our Company in relation to the same, our business, financial condition and results of operations could be adversely
affected.
9. We have entered into and may enter into related party transactions in the future, however, there can be no assurance that
such transactions, individually or taken together, will not have an adverse effect on our business, prospects, results of
operations and financial condition.
Our Company in the past has entered into Related Party Transactions and may continue to do so in future also, which may
affect our competitive edge. Our Company had entered into various transactions with our Promoters, Promoter Group,
Directors and their Relatives and Group Companies. These transactions, inter-alia includes Sales, Purchases, Salary
Expenses, professional fees, Remuneration, Loans etc. The Percentage of total related party transaction to revenue from
operations is 6.23%, 6.43% and 30.87% for the financial years ended on March 31, 2025, 2024 and 2023 respectively, for
further information on our related party transactions, see chapter titled “Restated Financial Statement – Statement of Related
Party & Transaction” on page 265 of the Prospectus. Our Company entered into such transactions at arm length price due to
easy proximity and quick execution. Also, the transactions are in compliance with Companies Act, 2013 and other applicable
provisions. While we believe that all our related party transactions have been conducted on an arm’s length basis, we cannot
assure you that we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. There can be no assurance that such transactions, individually or taken together, will not have an adverse effect on
our business, prospects, results of operations and financial condition, including because of potential conflicts of interest or
otherwise.
10. Our Company have negative cash flows in the current and past years from operating and investing activities, details of
which are given below. Sustained negative cash flow could impact our growth and business.
We have experienced negative cash flows in the current and past years from operating and investing activities which have
been set out below as per the restated consolidated financial statements:
(Rs. in Lakhs)
Particulars March 31, March 31, March 31,
2025 2024 2023
Net cash generated from/ (used in) operating activities 396.95 (2.34) 5.90
Net cash generated from/ (used in) investing activities (425.06) (18.77) (526.35)
42Particulars March 31, March 31, March 31,
2025 2024 2023
Net cash generated from/ (used in) financing activities 304.61 15.38 532.78
Cash flows of a company is a key indicator to show the extent of cash generated from the operations of a company to meet
capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources.
If we are not able to generate sufficient cash flows, it may adversely affect our business and financial operations. For further
details, see section titled “Restated Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 261 and 298, respectively of this Prospectus.
11. We have certain outstanding litigation against us, an adverse outcome of which may adversely affect our business,
reputation and results of operations.
A summary of outstanding matters set out below includes details of civil and criminal proceedings, tax proceedings, statutory
and regulatory actions and other material pending litigation involving us, our Subsidiaries, Directors, Promoter and Group
Company, as at the date of this Prospectus.
Cases against our Company:
Nature of Cases No of Outstanding Cases Amount involved (₹ in lakhs)
Criminal Complaints -- --
Statutory/ Regulatory Authorities -- --
Taxation Matters -- --
Other Litigation -- --
Cases by our Company:
Nature of Cases No of Outstanding Cases Amount involved (₹ in lakhs)
Criminal Complaints 2 3.29
Statutory/ Regulatory Authorities -- --
Taxation Matters -- --
Other Litigation -- --
Cases against our Director Promoters, KMPs and or SMPs
Nature of Cases No of Outstanding Cases Amount involved (₹ in lakhs)
Criminal Complaints -- --
Statutory/ Regulatory Authorities -- --
Taxation Matters 3 80.11
Other Litigation# -- --
The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include amounts claimed
jointly and severally. If any new developments arise, such as a change in Indian law or rulings against us by appellate courts
or tribunals, we may need to make provisions in our financial statements that could increase our expenses and current
liabilities.
We cannot assure you that any of the outstanding litigation matters will be settled in our favour or that no additional liabilities
will arise out of these proceedings. In addition to the above, we could also be adversely affected by complaints, claims or
legal actions brought by persons, including before consumer forums or sector-specific or other regulatory authorities in the
ordinary course of business or otherwise, in relation to our business operations, our intellectual property, our branding or
marketing efforts or campaigns or our policies. We may also be subject to legal action by our employees and/or former
employees in relation to alleged grievances, such as termination of employment. We cannot assure you that such complaints,
claims or requests for information will not result in investigations, enquiries or legal actions by any regulatory authority or
third persons against us.
For further details of certain material legal proceedings involving our Company, our group companies, our Promoters, our
directors, our subsidiaries, KMP’s and SMP’s see “Outstanding Litigations and Material Developments” beginning on page
318 of this Prospectus.
4312. We have incurred financial indebtedness, also certain of our financing arrangements involve variable interest rates and
an increase in interest rates may adversely affect our results of operations and financial condition.
Our company operates in the industry which is working capital intensive in nature and we fund a large part of our operations
through financing from banks, Promoters and other institutions. As at the Financial Year ended March 31, 2025, we had total
financial indebtedness of ₹1,702.82 lakhs. For further information on our total borrowings, see “Financial Indebtedness” on
page 296 of this Prospectus. We usually finance our working capital requirements mainly through our internal accruals and
arrangements with banks. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the
stability of our cash flows and our capacity to service debt in a rising interest rate environment. If our future cash flows from
operations and other capital resources are insufficient to pay our debt obligations or our contractual obligations, or to fund
our other liquidity needs, we may be forced to sell assets or attempt to restructure or refinance our existing indebtedness.
Our ability to restructure or refinance our debt will depend on the condition of the capital markets, our financial condition at
such time and the terms of our other outstanding debt instruments.
Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants,
which could further restrict our business operations. We are susceptible to changes in interest rates and the risks arising
therefrom. Certain of our financing agreements provide for interest at variable rates and the lenders are entitled to charge the
applicable rate of interest, which is a combination of a base rate/MCLR rate that depends upon the policies of the RBI and a
contractually agreed spread. Further, in recent years, the GoI has taken measures to control inflation, which 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.
Further, our Company proposes to repay/ prepay certain of the borrowings from the offer proceeds, However, if the Company
is unable to repay such debt, the Company will not be able to restructure its debt financing.
13. Our one of the Promoter, Chairman and Managing Director, Mr. Ankit Shailesh Mehta was associated with one of the
LLP which was struck off by MCA vide issuing a public notice, we cannot assure you that such regulatory actions will
not be initiated against any of the Companies or LLP with which our Promoters or Directors are associated or may be
associated in future.
One of our Promoter, Chairman and Managing Director, Mr. Ankit Shailesh Mehta was associated with Robotrix
Technologies LLP as its Designated Partner since October 31, 2014. MCA issued a public notice vide No.
ROC/Mum/LLP/Strike off/ Public dated July 10, 2018, giving the list of names of the LLP’s which requires LLP to strike
off from the MCA records under section 75 of Limited Liability Partnership Act 2008, due to not carrying on any business
or operation for a period of two years or more as they have not filed any financial statements for the last two financial years.
Due to which Robotrix Technologies LLP was struck off and Mr. Ankit Shailesh Mehta was disassociated as their designated
partner from May 31, 2018.
However, after the struck off of the Robotrix Technologies LLP, there have been no notice issued by MCA and there are no
other instances in the past, wherein any of the promoters have been disassociated with any of the Companies or LLP which
was struck off as mentioned above, Although the Promoters exercises reasonable care to ensure that they are not associated
with such Companies and LLP, we cannot assure you that such regulatory actions will not be initiated against any of the
Companies or LLP in future.
14. Our Company has availed unsecured loans that may be recalled by the lenders on demand, Failure to repay unsecured
loans in a timely manner may have a material adverse effect on our business, results of operation, financial condition
and cash flow.
As at March 31, 2025, we have outstanding unsecured loan amounting to ₹ 390.42 Lakhs from Promoters and Directors
which are repayable on demand to them. For further details of our unsecured loans, please refer the chapter titled “Financial
Indebtedness” beginning on page 296 of this Prospectus. These loans may not be repayable in accordance with any agreed
repayment schedule and may be recalled by the relevant lenders at any time. In such cases, we may be required to repay the
entirety of the unsecured loans. We may not be able to generate sufficient funds at short notice to be able to repay such loans
and may resort to refinancing such loans at a higher rate of interest and on terms not favourable to it. Failure to repay
unsecured loans in a timely manner may have a material adverse effect on our business, results of operation, financial
condition and cash flow.
15. There are certain discrepancies and non-compliances noticed in some of our financial reporting and/or records relating
to filing of returns and deposit of statutory dues with the taxation and other statutory authorities which may affect our
revenue from operations.
44Our Company is mainly engaged in business of trading and processing of nutraceutical products. In the past, our company
has at several instances, delayed in filing our TDS and Income Tax returns, GST returns, EPF returns and deposit of statutory
dues, as a result of which, we have been required to pay the late filing fees along with interest on delayed deposit of due
taxes and statutory dues.
The details of delays in filing Statutory Returns and payment of statutory dues including period of delay, payment dates,
reason for delay etc. and steps taken by the Company to address such delays is as the table given below:
Total Esta- Peri
Date of
Numb blishm od
Mon Payme Lat
Retur er ent of Reason Intere
th nt Due Tax e Rema
F. Y. n Of With Dela of st
/ & Date Amt Fee rks
Type Esta- Delaye y Delay Amt
Qtr Filling s
blishm d (Da
Return
ent Filing ys)
Late
Accoun
filing
tant not
charge
2021- GSTR May 10/07/2 availabl 05/07/2
1 1 5 s will
22 3B -21 021 e due to 021 - - -
be
covid
proces
period
sed.
Pande
Accoun
mic
tant not
Period.
2021- GSTR Apr- 27/05/2 availabl 04/06/2
1 1 6 Due
22 3B 21 021 e due to 021 - - -
Date
covid
Extend
period
ed.
Filed
Accoun
with
tant not
late
2022- GSTR Apr- 26/05/2 availabl 24/05/2
1 1 5 100 fees
23 3B 22 022 e due to 022 512 8,556
and
covid
Interes
period
t
Missed Filed
2022- GSTR Jan- 22/02/2 by 20/02/2 with
1 1 2 100
23 3B 23 023 Accoun 023 - - late
tant fees.
Filed
with
Missed
late
2023- GSTR May 21/06/2 by 20/06/2
1 1 1 26,88,0 fees
24 3B -23 023 Accoun 023 20 50
30 and
tant
Interes
t
Missed Filed
2024-
GSTR Nov 21/12/2 by 20/12/2 with
25 1 1 1 - - 50
3B -24 024 Accoun 024 late
tant fees.
Late
Missed
TDS filing
2021- 02/11/2 by 31/10/2
Form 1 1 2 charge
22 (Q2) 021 Accoun 021 - - -
26Q s will
tant
be
45proces
sed.
Late
filing
Missed
TDS charge
2022- 02/08/2 by 31/07/2
Form 1 1 2 s will
23 (Q1) 022 Accoun 022 - - -
26Q be
tant
proces
sed.
Late
filing
Missed
TDS charge
2022- 28/11/2 by 31/10/2
Form 1 1 28 s will
23 (Q2) 022 Accoun 022 - - -
26Q be
tant
proces
sed.
Late
filing
Missed
TDS charge
2023- 07/10/2 by 31/07/2
Form 1 1 (Q1) 7 s will
24 023 Accoun 023 - - -
26Q be
tant
proces
sed.
Late
filing
Missed
TDS charge
2023- 03/11/2 by 31/10/2
Form 1 1 3 s will
24 (Q2) 023 Accoun 023 - - -
26Q be
tant
proces
sed.
Late
filing
Missed
TDS charge
2024- 07/08/2 by 31/07/2
Form 1 1 (Q1) 7 - - - s will
25 024 Accoun 024
26Q be
tant
proces
sed.
Late
filing
Missed
TDS charge
2024- 05/11/2 by 31/10/2
Form 1 1 (Q2) 5 - - - s will
25 024 Accoun 024
26Q be
tant
proces
sed.
Following are the instances of delayed payment in PF and ESIC:
Financial Year Return Period of Delay Date of Reasons for the Steps taken by the
Type (in Days) filling delay company to rectify such
Return delay
2024-25 PF 1 16/04/2025 Missed by To pay applicable interest.
(March 2025) Payment Accountant
2024-25 PF 3 18/09/2024 Missed by To pay applicable interest.
(August 2024) Payment Accountant
2023-24 (January ESIC 1 16/02/2024 Error on payment Will process in well in
24) process advance
462023-24 (March 1 16/04/2024 Error on payment Will process in well in
24) process advance
16. In the past and in the current scenario, our Company sources the raw materials from domestic market and majority of
the domestic purchases are from Maharashtra. Any adverse developments affecting our procurement from this state or
such geographical concentration in the domestic purchases, could have an adverse impact on our revenue and results of
operations.
Our Company sources minority portion of the raw materials from domestic market and majority of the domestic purchases
are from Maharashtra. This strategic decision allows us to benefit from the geographical advantages, ensuring timely delivery
of all materials.
For the financial years ended March 31, 2025, 2024 and 2023, our product procurement from our suppliers in domestic
market to the % of our total Purchases are as follows:
As per Audited Standalone Financial Statements:
March 31, 2025
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Dadra & Nagar Haveli and Daman & Diu 86.58 0.50%
Delhi 6.02 0.03%
Gujarat 58.93 0.34%
Haryana 0.74 0.00%
Karnataka 56.32 0.32%
Madhya Pradesh 2.24 0.01%
Maharashtra 1,804.44 10.40%
Rajasthan 13.80 0.08%
Tamil Nadu 41.22 0.24%
Telangana 4.26 0.02%
Uttar Pradesh 39.63 0.23%
Total 2,114.17 12.19%
March 31, 2024
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Maharashtra 1,686.13 16.05%
Dadra & Nagar Haveli and Daman & Diu 16.75 0.16%
Karnataka 24.24 0.23%
Gujarat 9.69 0.09%
Rajasthan 15.80 0.15%
Delhi 22.95 0.22%
Tamil Nadu 27.83 0.26%
Madhya Pradesh 4.26 0.04%
Uttar Pradesh 1.21 0.01%
Haryana 19.35 0.18%
Telangana 13.52 0.13%
Total 1,841.73 17.53%
March 31, 2023
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Maharashtra 3,038.51 26.07%
Dadra & Nagar Haveli and Daman & Diu 31.74 0.27%
Karnataka 23.74 0.20%
Gujarat 5.42 0.05%
Rajasthan 10.10 0.09%
Delhi 31.35 0.27%
Tamil Nadu 23.29 0.20%
Madhya Pradesh 0.05 0.00%
47Uttar Pradesh 2.04 0.02%
Haryana 79.96 0.69%
Telangana 4.33 0.04%
Andhra Pradesh 0.22 0.00%
Bihar 75.00 0.64%
Total 3,325.75 28.53%
As per Audited Consolidated Financial Statements:
March 31, 2025
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Dadra & Nagar Haveli and Daman & Diu 86.58 0.50%
Delhi 6.02 0.03%
Gujarat 58.93 0.34%
Haryana 0.74 0.00%
Karnataka 56.32 0.32%
Madhya Pradesh 2.24 0.01%
Maharashtra 1,804.44 10.40%
Rajasthan 13.80 0.08%
Tamil Nadu 41.22 0.24%
Telangana 4.26 0.02%
Uttar Pradesh 39.63 0.23%
Total 2,114.17 12.19%
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Such geographical concentration of our business from this state heightens our exposure to adverse developments related to
competition, as well as economic and demographic changes in that region which may adversely affect our business prospects,
financial conditions and results of operations. Factors such as competition, regulatory regimes, business practices and
customs, industry needs, transportation, high prices in other markets where we may procure our raw materials may differ
from those in such regions, and our experience in these regions may not be applicable to other markets. Our inability to
procure into areas outside such markets may adversely affect our business prospects, financial conditions and results of
operations.
17. Our Wholly-Owned Subsidiaries have incurred losses in the past years, we cannot assure you that the wholly owned
Subsidiary Companies will not incur losses in the future or that such losses will not adversely affect our reputation or our
business.
One of the significant risk factors associated with the potential loss of subsidiaries is the impact on overall financial
performance and market position. Subsidiaries often contribute to a company's revenue, brand recognition, and access to
new markets. Our WOS company ERMPL and VBPL, does not generate revenue from any business operations and losses
are being generated, the details of which are given below. The loss of one or more of these entities can lead to reduced
income streams, diminished operational capabilities, and loss of competitive advantage. Additionally, it may create
challenges in customer relationships and hinder business growth ambitions. The reasons for loss could vary, including
economic downturns, regulatory changes, mismanagement or strategic misalignment. As a result, our company's stability
and shareholder confidence could be adversely affected. Loss of subsidiaries can lead to a significant reduction in revenue
and profit and may affect cash flow and overall financial health. Subsidiaries often play a critical role in a company's supply
chain, distribution, or operations and our WOS’s have no business activities as on date, hence there is no significant
contribution by our WOS in our revenue and profits and their loss can disrupt these processes and lead to inefficiencies. It
may reduce and affect competitive advantage, and alter market dynamics, potentially inviting stronger competition and may
also lead to legal disputes, regulatory consequences, or compliance issues, particularly if there are contracts or obligations
in place, due to inexperience in nutraceutical and any other industry.
Our Wholly owned Subsidiary Companies, ERMPL and VBPL have incurred losses in the following financial years for
which their respective audited financial statements were available, as set forth in the table below:
ERMPL:
(₹ in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
48Profit/Loss after tax (12.68) 0.17 (0.42)
Net Worth (11.93) 0.76 0.58
*ERMPL was incorporated on December 14, 2020. Our company acquired 99% stake in ERMPL on September 01, 2024.
VBPL:
(₹ in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Profit/Loss after tax (10.96) - -
Net Worth (9.96) 1.00 1.00
*VBPL was incorporated on March 16, 2023. Our company acquired 99% stake in VBPL on September 01, 2024.
We cannot assure you that our wholly owned Subsidiary Companies will not incur losses in the future or that such losses
will not adversely affect our reputation or our business. For further details, see “Our Group Companies” on page 262 of this
Prospectus.
18. Our Order Book may not be representative of our future results. Orders included in our Book may be delayed, cancelled
or not fully paid for by our customers, which could materially harm our cash flow position, revenues and earnings.
As on March 31, 2025, our Order Book was ₹ 866.84 Lakhs. Our Order Book comprises the estimated revenues from the
ongoing orders. Further, our industry in which we deal into is a fast moving, as and when the order is received, the same is
executed on an immediate basis, hence, our Order Book does not necessarily indicate future earnings related to the orders
mentioned. We could also encounter problems executing the orders or executing it on a timely basis i.e. whether we could
be able to execute on an immediate basis or not. Moreover, factors beyond our control or the control of our customers could
postpone an order or cause cancellation of such order fully or partially, including delays or failures to obtain necessary
permits, authorizations, permissions and other types of difficulties or obstructions for successful completion of such
contracts.
These changes in the Order Book could be a result of exercises of our customers’ discretion, problems we encounter in order
execution, or reasons outside our control or the control of our customers, we cannot predict with certainty when, if or to what
extent an Order Book will be performed. Even relatively short delays or surmountable difficulties in the execution of an
order could result in our failure to receive on a timely basis or at all, all payments otherwise due to us.
Our inability to complete or monetize such work in a timely manner, or at all, may adversely affect our business and results
of operations. Hence, our Order Book may not be indicative of our future results due to various factors including delays,
reduction in scope, cancellation, execution difficulty, payment postponement or payment default in regard to our Order Book
or any other incomplete orders, or disputes with customers in respect of any of the foregoing and due to fast moving business
industry which could adversely affect our cash flow position, revenues and earnings.
19. The technical collaboration agreement executed by our WOS, ERMPL can have potential implications of operating
expenses which could result in hindrances to our goodwill and business operations.
One of the WOS of our Company ERMPL has entered into technical collaboration agreement with Shriram Institute for
Industrial Research (SRIFIR), The purpose of the agreement is to establish a collaboration between SRIFIR and ERMPL for
the development, production and formulation of a new nutraceutical products, utilizing SRIFIR’s Technical Know-How and
ERMPL’s expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs.
Our WOS may face integration risks, as aligning the technical objectives and operational processes between the parties
involved can be complex. Any misalignment could lead to inefficiencies or delays, ultimately inflating operating costs.
Secondly, there is the risk of dependency on the parent company or partners for technical expertise and resources. If the
collaboration does not yield the expected technological advancements, the subsidiary may incur unanticipated costs to
compensate for the shortfall in capabilities. Furthermore, regulatory and compliance risks are also prominent, as our WOS
needs to navigate the legal landscape pertinent to the collaboration, which can introduce additional financial burdens.
Lastly, market risks should not be underestimated. Changes in market conditions can affect the viability of the collaboration,
potentially leading to increased costs if our WOS needs to pivot or renegotiate terms. In summary, while technical
collaboration agreement can present opportunities for growth and innovation, they also bring forth various risk factors that
can escalate operating costs for our WOS and our Company, which could impact the goodwill and business operations of
our Company as well.
4920. Our one of the wholly-owned subsidiary Company and our Group Companies which are also Promoter Group Companies
are in the same line of business and consequently the interest of these Companies may be in conflict with the interest of
our Company.
Our one of the wholly owned subsidiary Company viz Easy Raw Materials Private Limited (ERMPL) and our Promoter
Group Companies viz Profoods Nutrition Private Limited (PNPL) and Moksha Lifecare Private Limited (MLPL) are
incorporated to engage in the same line of business products in which our Company operates. ERMPL is proposed to engage
in one of the businesses of manufacturing, warehousing and trading of nutraceutical products, food and heath supplements.
PNPL is engaged in one of the businesses of packing of nutraceutical products in smaller quantities and selling it through
the online platforms, MLPL is engaged in the production and sale of health supplements and compounds, the company's
product portfolio includes veterinary healthcare items, nutraceuticals, dietary supplements, and fitness products. Our
Promoter group companies and one of the subsidiary Companies and our Company, operates in the same line of nutraceutical
Industry, this may lead to potential conflict of interest between us and these entities. There can be no assurance that our
Group Companies, Subsidiary Companies and Promoter Group companies will not compete with our existing business or
any future business that we may undertake or that their interests will not conflict with ours. Any such present and future
conflicts could have a material adverse effect on our Reputation, Business, Results of Operations and Financial Condition of
the Company.
21. The average cost of acquisition of Equity Shares by our Promoters could be lower than the Price Band to be decided by
the Company in consultation with the Selling Shareholders and Book Running Lead Manager in accordance with the
SEBI ICDR Regulations.
Our Promoters’ and Selling Shareholders’ average cost of acquisition of Equity Shares in our Company are as follows:
Sr.
Name Number of Equity Shares Held Average cost of Acquisition (in ₹) *
No.
1. Mr. Ankit Shailesh Mehta (Selling
47,49,465 1.43
Shareholder)
2. Ms. Parul Shailesh Mehta (Selling
47,49,500 1.43
Shareholder)
3. Mr. Shailesh Vinodrai Mehta 07 1.43
*As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Average cost of acquisition of Equity Shares of our Promoters could be lower than the Price Band decided by our Company
in consultation with the Selling Shareholders and Book Running Lead Manager. For further details regarding average cost
of acquisition of Equity Shares by our Promoters in our Company and build-up of Equity Shares by our Promoters in our
Company, please refer chapter title “Summary of Offer Document” and “Capital Structure” beginning on page 22 and 87 of
this Prospectus.
22. A significant proportion of our revenues are derived from products in Amino Acids and sports nutrition category and any
reduction in the demand for the products in such category could have an adverse effect on our business, results of
operations and financial condition.
We derive majority of our revenues from the sale of products in Amino Acids and sports nutrition category, for further
details, please refer chapter titled “Our Business” on page 182 of this Prospectus.
A category-wise breakup offered by our Company for the Fiscals 2025, 2024 and 2023 have been provided below based on
Audited Standalone Financial Statements:
(₹ in lakhs)
Product Category For the financial year ended
(Traded Products) March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Amino Acids 9,025.45 44.40% 6,176.68 46.78% 8,375.85 63.75%
Health Supplement 2,410.53 11.86% 1,642.95 12.44% 1,064.24 8.10%
Herbal Extract 331.78 1.63% 416.83 3.16% 483.71 3.68%
Nucleotide 179.31 0.88% 194.43 1.47% 115.01 0.88%
Other 540.84 2.66% 221.55 1.68% 319.52 2.43%
Protein 618.82 3.04% 361.21 2.74% 0.11 0.00%
Sports Nutrition 5,918.85 29.12% 2,942.20 20.13% 2,024.30 15.41%
50Vitamin 465.28 2.29% 899.91 6.82% 755.04 5.75%
Total 19,490.86 95.88% 12,855.76 92.58% 13,137.78 100%
(₹ in lakhs)
Product Category For the financial year ended
(Processed Products) March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Sport Nutrition 836.99 4.12% 346.93 2.63% - -
Others - - - - - -
Total 836.99 4.12% 346.93 2.63% - -
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor through their certificate dated June 23,
2025.
Accordingly, our revenues are dependent on the end user industries that use our product categories as an input. However,
our revenue may decline as a result of, amongst other, (i) our customers’ failure to successfully market their products or to
compete effectively; (iii) loss of market share, which may lead our customers to reduce or discontinue the purchase of our
products; (iv) economic conditions of the markets in which our customers operate; (v) increased competition; (vi) pricing
pressures; and (vii) regulatory action, which could have an adverse effect on our business and sales to our customers would
decline substantially. We cannot assure that we shall generate the same quantum of business, or any business at all, from
these product categories, which may adversely affect our revenues and profitability. However, the composition and revenue
generated from these products might change as we continue to add new products in normal course of business. We intend to
retain our customers by offering solutions to address specific needs in a proactive, cost effective and time efficient manner.
This helps us in providing better value to each customer thereby increasing our engagement with our new and existing
customer base that presents a substantial opportunity for growth.
23. Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company
after the Offer, which will allow them to determine the outcome of matters submitted to shareholders for approval.
After the completion of the Offer for sale and fresh issue, our Promoters and Promoter Group is expected to hold 73.31 % of
the Post Offer Equity Share Capital. Further, the involvement of our Promoters in our operations, including through strategy,
direction and customer relationships have been integral to our development and business and the loss of any of our Promoters
may have a material adverse effect on our business and prospects.
Accordingly, our Promoters and Promoter Group will continue to exercise significant influence over our business and all
matters requiring shareholders’ approval, including the composition of our Board of Directors, the adoption of amendments
to our constitutional documents, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially
all of our assets, and the policies for dividends, investments and capital expenditures. This concentration of ownership may
also delay, defer or even prevent a change in control of our Company and may make some transactions more difficult or
impossible without the support of our Promoters and Promoter Group. Further, the Promoters’ shareholding may limit the
ability of a third party to acquire control. The interests of our Promoters and Promoter Group, as our Company’s controlling
shareholder, could conflict with our Company’s interests or the interests of other shareholders. There is no assurance that
our Promoters and Promoter Group will act to resolve any conflicts of interest in our Company’s or in investor’s favor.
24. Our Company’s Logo” ” is not registered with Registrar of Trademark, any infringement of our logo or
failure to get it registered may adversely affect our Business. Further, any kind of negative publicity or misuse of our logo
could hamper our Goodwill and our future Growth Strategies could be adversely affected.
The measures we take to protect our Intellectual Property including initiating legal proceedings, may not be adequate.
Further, we may not be able to prevent infringement of our trademarks and a passing off action may not provide sufficient
protection until such time that the aforesaid registration is granted.
Our logo “ ” is not registered, however, company have made an application for registration with the Registrar
of Trademark for registration of our logo. If we are unable to register our logo in the future in our name or any objection on
the same may require us to change our logo, we may lose the goodwill created so far. Further, the same may involve costly
litigations and penal provisions if some legal consequences arise if someone from outside use our logo. We believe that our
future growth and competitiveness would depend on our ability to establish and strengthen our Brand. We cannot guarantee
that we will be able to make a lasting brand image with our customers and other people in the absence of a logo. Although,
51we believe that our present systems are adequate to protect our confidential information and intellectual property, there can
be no assurance that our intellectual property data, will not be copied, infringed or obtained by third parties. Further, our
efforts to protect our intellectual property may not be adequate and may lead to erosion of our Business Values and our
Operations could be adversely affected. This may lead to litigations and any such litigations could be time consuming and
costly and their outcome cannot be guaranteed. Our Company may not be able to detect any unauthorized use or take
appropriate and timely steps to enforce or protect our intellectual property, which may adversely affect our Business,
Financial Condition and Results of Operations.
25. Volatility in the supply and pricing of our products may have an adverse effect on our business, financial condition and
results of operations.
As our company is engaged in trading and processing of wide range of nutraceutical products. We are using domestic
purchased products for trading purpose and imported products for further processing and trading business. Our Product
requirements is majorly procured from the international market considering factors such as quality, price, lead time, inventory
levels and credit terms. Our Company maintains a base of reliable material suppliers who consistently provide products as
per our requirements. Our product supply and pricing are volatile due to a number of factors beyond our control, including
global demand and supply, general economic and political conditions, transportation and labour costs, labour unrest, natural
disasters, competition, import duties, tariffs and currency exchange rates, and there are inherent uncertainties in estimating
such variables, regardless of the methodologies and assumptions that we may use. Therefore, we cannot assure you that we
will be able to procure adequate supplies of products in the future, as and when we need them on commercially acceptable
terms.
Bifurcation of Domestic Product and Imported Products for the Fiscals 2025, 2024 and 2023 have been provided below:
Based on Standalone Audited Financials:
(₹ in lakhs)
For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Amount % of total Amount % of total Amount % of total
Purchase of Purchase of Purchase of
Products Products Products
Domestic
2,114.17 12.19% 1,841.73 17.53% 3,325.75 28.53%
Source
Imports 15,234.65 87.81% 8,665.94 82.47% 8,331.50 71.47%
Total 17,348.82 100.00% 10,507.67 100.00% 11,657.25 100.00%
Based on Consolidated Audited Financials:
(₹ in lakhs)
For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Amount % of total Amount % of total Amount % of total
Purchase of Purchase of Purchase of
Products Products Products
Domestic NA NA NA NA
2,114.17 12.19%
Source
Imports 15,234.65 87.81% NA NA NA NA
Total 17,348.82 100.00% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Any inability to pass on the increased costs of product to our customers in future, may affect our profitability, Since, majorly
our product procurement is done internationally, price fluctuations in these products could adversely affect the prices of the
finished product. The pricing of internationally traded commodities is based on international benchmarks and is affected by
global supply and demand forces.
52Further, due to nature of our products, we have storage capabilities for products at our warehousing facility and maintain an
inventory stock for longer period. However, in the event there is any disruption in the timely supply of our products due to
transportation strikes or any other external factors, we may not be able to dispatch our orders on time which may result in
monetary claims from our customers. We are also dependent on our product and components being of high quality and
meeting relevant technical specifications and quality standards. Distribution and Processing errors may lead to compensation
claims and significantly damage our reputation and the confidence of present and potential customers and could have an
adverse effect on our business, financial condition, results of operations and cash flows.
26. Our Company or our WOS company have not yet placed orders in relation to Financing the capital expenditure towards
setting up of the Manufacturing Facility for investment in Easy Raw Materials Private Limited (ERMPL). In the event
of any delay in placing the orders, or in the event the vendors are not able to complete the civil construction in a timely
manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be
adversely affected. Our WOS company’s proposed capacity set-up plans are subject to the risk of unanticipated delays in
implementation due to factors including delays in construction, obtaining regulatory approvals in timely manner and cost
overruns.
We intend to use a part of the Net Proceeds for Financing the capital expenditure towards setting up of the Manufacturing
Facility through investment in Easy Raw Materials Private Limited, our Wholly-Owned Subsidiary (WOS) Company.
Total estimated cost as per the project report dated July 04, 2025 issued by the Chartered Engineer, SRJ Certification Services
Private Limited and quotations obtained from M/s. Thakur Infraprojects Pvt. Ltd, M/s. IPMS Engineers Private Limited,
M/s. Captech Systems, M/s. Pakona Engineers (I) Private Limited, M/s. Jungheinrich Lift Truck Limited in respect of
Financing the capital expenditure towards setting up of the Manufacturing Facility through investment in ERMPL, our WOS
is ₹ 3,468.33Lakhs. Our Company or our WOS company are yet to place orders for the capital expenditure for the Proposed
Project. Our Company and our WOS have not entered into any definitive agreements to utilize the Net Proceeds for this
object of the Offer. Additionally, in the event of any delay in placement of such orders, the proposed schedule of
implementation and deployment of the Net Proceeds may be extended or may vary accordingly. We cannot assure you that
our WOS will be able to undertake such capital expenditure within the cost indicated by such project report and quotations
or that there will not be cost escalations.
The Proposed Project may be subject to potential problems and uncertainties that construction projects face including cost
overruns or delays. Problems that could adversely affect our expansion plans including labour shortages, increased costs of
equipment or manpower, delays in completion, defects in design or construction, the possibility of unanticipated future
regulatory restrictions, delays in receiving governmental, statutory, environmental and other regulatory approvals, taxes and
duties, interest and finance charges, environment and ecology costs and other external factors which may not be within the
control of our management. Further, there can be no assurance that our budgeted costs may be sufficient to meet the proposed
capital expenditure requirements. If the actual capital expenditures significantly exceed the budgets or even if the budgets
were sufficient to cover these projects, Our Company or our WOS may not be able to achieve the intended economic benefits
of these projects, which in turn may materially and adversely affect our financial condition, results of operations, cash flows,
and prospects.
The Proposed Project will require our WOS to obtain approval, which are routine in nature. For further details, see “Objects
of the Offer” on page 98 of this Prospectus. There can be no assurance that our WOS will be able to complete the
aforementioned set-up in accordance with the proposed schedule of implementation and any delay could have an adverse
impact on our growth, prospects, cash flows and financial condition.
27. We propose to repay or prepay all or a portion of certain outstanding borrowings availed by our Company, However, no
assurance can be made that our Company will not require further funding and that such funding will be available at
attractive rates or that by repaying the borrowings, will in fact improve our available funding alternatives.
Our Company has entered into financial arrangements from time to time, with various banks and financial institutions. The
outstanding loan facilities entered into by our Company includes secured and unsecured borrowing in the form of Loan
against property of our Company and personal guarantees of the Directors and Promoters. However, there are no material
covenants/clauses disclosed in the financial arrangements. For further details, please refer “Financial Indebtedness” on page
300 of this Prospectus. As on June 23, 2025, the aggregate outstanding secured borrowings of our Company, is ₹ 2,036.65
Lakhs. Our Company proposes to utilise an estimated amount of ₹2,000.00 Lakhs from the Net Proceeds towards part or full
repayment and/or prepayment of borrowings availed by us. The actual mode of such deployment has not been finalized as
on the date of this Prospectus. For details, see “Objects of the Offer” on page 99. We believe that such repayment or
prepayment will help reduce the outstanding indebtedness of our Company. In addition, we believe that this would help
reduce our outstanding indebtedness and our debt servicing costs and enable utilisation of our internal accruals for further
investment in the growth and expansion of its business. However, no assurance can be made that our Company will not
53require further funding and that such funding will be available at attractive rates or that by repaying the borrowings, will in
fact improve our available funding alternatives.
28. We are a Quality focused company and have obtained various quality assurance licenses, any failure by us to renew,
maintain or obtain the required licenses may increase our compliance requirements and may result in the interruption of
our operations and may have a material adverse effect on our business:
We believe that we are a quality focused company. We are committed to maintain quality at all steps from procurement till
dispatch. Further, to ensure full transparency and confidence in the products we supply, we provide lab reports issued from
the outside laboratories, if required as per our customers' specifications or if we require for further quality check.
Our Company has obtained various essential quality assurance licenses which are as follows:
Sr. Particulars Date of Certificate No. Validity
No. application/Date of /Application No.
License
1. Food Safety and Standards Authority January 15, 2025 10021022000867 March 28, 2027
of India License under FSS Act, 2006
(fssai)
(For Warehouse facility)
2. Food Safety and Standards Authority June 26, 2024 10021022000867 March 28, 2027
of India License under FSS Act, 2006
(fssai)
(For Registered office)
4. Global Accreditation Certification June 06, 2024 QCS-2024-CAPL- June 05, 2027
Board (GACB) to comply with 0103
HALAL Assurance System Guidelines
5. ISO 9001:2015 - 1451/7, E-8, Gala March 08, 2024 EUAC/QMS/1020- March 07, 2027
no.-7 to 10, Shree Arihanth 2024
Compound, Reti Bunder Road, Kalher,
Bhiwandi, Thane - 421302
(Maharashtra) (India)
6. MQA Certification Services June 06, 2024 KOSHER/24M02824 June 05, 2027
(KOSHER)
7. ISO 9001:2015 - 403/404, 4th Floor, June 06, 2024 IN/50413612/5547 June 05, 2027
Kl Accolade, 6th Road, Santacruz Post
Office, Mumbai Suburban – 400055,
Maharashtra India
Furthermore, we cannot assure you that the above quality licenses issued to us will not be suspended or revoked in the event
of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action.
Any suspension or revocation of any of the licenses that has been or may be issued to us may affect our business and results
of operations.
29. Our Company had entered into a Share Purchase Agreement with Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh
Mehta to Purchase the shareholding of Vinstar Biotech Private Limited (VBPL) and Easy Raw Materials Private Limited
(ERMPL) as a WOS of our company, the agreements entered into contained material terms which if not adhered to and
also if the expansion through the WOS is not successful, could have material impact on the business operations of our
Company.
Our Company had entered into a Share Purchase Agreement dated September 01, 2024 with Mr. Ankit Shailesh Mehta and
Ms. Parul Shailesh Mehta to Purchase the shareholding of VBPL and ERMPL as a WOS of our company, the share purchase
agreement entered by the Company was intended by the Management to consolidate the business operations of VBPL and
ERMPL. Following are the details of the same:
Transfer details with respect to ERMPL:
Total % of the
Number of Equity
Seller Acquirer Price per shares Consideration Shareholding
Shares purchased
(₹ in Lakhs) acquired
54Mr. Ankit 9,800 Chemkart India 10/- 0.98 98.98%
Shailesh Mehta Limited (formerly
Ms. Parul 100 known as 10/- 0.01 1.01%
Shailesh Mehta Chemkart India
Private Limited)
Total 9,900 99.99%
Transfer details with respect to VBPL:
Number of Total % of the
Price per
Seller Equity Shares Acquirer Consideration Shareholding
shares
purchased (₹ in Lakhs) acquired
Mr. Ankit 4,900 Chemkart India 10/- 0.49 49.49%
Shailesh Mehta Limited (formerly
Ms. Parul 5,000 known as Chemkart 10/- 0.50 50.50%
Shailesh Mehta India Private Limited)
Total 9,900 99.99%
The Share Purchase Agreement contained the material terms between the Directors of our Company, however there were no
material restrictions or covenants or clauses which could have an adverse impact on the business operations of our Company,
however, if the directors of the Company, Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta does not adhere to the
terms mentioned in the Share Purchase Agreement as the seller and go against the laws of acquisition, since there being a
conflict of interest between the Directors and our Company, this could impact our financial condition and adversely affect
our business operations and growth of our Company and WOS.
Further, with the above acquisition, Company creates a synergy effect, since the management intends to enter into backward
integration by entering into manufacturing of nutraceutical products by setting up a manufacturing facility in JNPA, SEZ,
Mumbai, Maharashtra through its WOS, ERMPL, which will generate goodwill and business growth of our Company as
well. However, there can be no assurance that the backward integration will be successful to the extent the proceeds are
being raised and the same shall be utilised for the objects mentioned in the Objects of the offer chapter, for further details
see chapter titled “Objects of the Offer” object number 1 “Financing the capital expenditure towards setting up of the
Manufacturing Facility through investment in our Wholly-Owned Subsidiary (WOS) Company, Easy Raw Materials Private
Limited” on page no. 99 of this prospectus.
30. In case of our inability to obtain, renew or maintain the statutory and regulatory licenses, permits and approvals required
to operate our business it may have a material adverse effect on our business.
We are governed by various laws and regulations for our business and operations. We are required, and will continue to be
required, to obtain and hold relevant licenses, approvals and permits at state and central government levels for doing our
business. The approvals, licenses, registrations and permits obtained by us may contain conditions. Further we will need to
apply for renewal of certain approvals, licenses, registrations and permits, which expire or need to update pursuant to change
in name and conversion of company to public Company.
While we have obtained a significant number of approvals, licenses, registrations and permits from the relevant authorities,
there can be no assurance that the relevant authority will issue or renew expired approvals within the applicable time period
or at all. Any delay in receipt or non-receipt of such approvals, licenses, registrations and permits could result in cost and
time overrun or which could affect our related operations.
These laws and regulations governing us are increasingly becoming stringent and may in the future create substantial
compliance or liabilities and costs. While we endeavour to comply with applicable regulatory requirements, it is possible
that such compliance measures may restrict our business and operations, result in increased cost and onerous compliance
measures, and an inability to comply with such regulatory requirements may attract penalty. For further details regarding
the material approvals, licenses, registrations and permits, see “Government and Other Statutory Approvals” on page 324
of this Prospectus.
Furthermore, we cannot assure you that the approvals, licenses, registrations and permits issued to us will not be suspended
or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to
any regulatory action. Any suspension or revocation of any of the approvals, licenses, registrations and permits that has been
or may be issued to us may affect our business and results of operations.
5531. Our company lacks listed peer companies for comparison, this absence of comparable may lead to uncertainty in assessing
investment viability for the Investors.
Without peer benchmarks, investors may struggle to understand performance metrics or industry standards, increasing the
risk of misallocation of capital. Additionally, it heightens the risk of insufficient market liquidity, as the absence of
comparable companies might deter potential investors and make it harder for the issuer to attract funding or achieve favorable
terms in financial transactions.
The absence of listed peer companies not only complicates valuation but also obscures competitive dynamics, making it
difficult for investors to identify the issuer's relative strengths and weaknesses within its industry. This lack of visibility can
result in heightened volatility, as market sentiment may be influenced by broader economic conditions or unrelated sectors,
rather than the issuer's actual performance. Furthermore, the issuer might face challenges in understanding market trends and
investor expectations, which can hinder strategic decision-making and operational planning. Additionally, the lack of a peer
company can limit the company's access to best practices and innovations that are often shared within a competitive
landscape, potentially stalling its growth and adaptation in a rapidly changing market. Investors may also find it harder to
gauge operational efficiencies or management effectiveness without comparatives, raising concerns over governance.
Overall, the absence of a peer framework makes it increasingly difficult to evaluate risk-reward profiles, leading to potential
mispricing and less informed investment decisions.
32. Fluctuations in foreign currency exchange rates could materially affect our financial results.
We procure majority of our products in international market from China. Our supplier base in international market is from
China. However, our foreign currency exposure is with USD. Therefore, increases or decreases in the value of the Indian
Rupees against other major currencies i.e. USD affect our net operating cost, Purchase Cost and the value of profit and loss
items denominated in foreign currencies. A significant portion of our consolidated procurement of our products are
international and we may continue to procure the same in foreign currencies. Our ultimate realised loss or gain with respect
to currency fluctuations will generally depend on the size and type of cross-currency exposures that we are exposed to the
currency exchange rates associated with these exposures and changes in those rates, and other factors. All of these factors
could materially adversely impact our results of operations, financial position and cash flows.
The following table sets out our purchases denominated in foreign currencies and their percentage in comparison with total
expenses for the financial year ended March 31, 2025, 2024 and 2023 as per Audited Standalone Financial Statements:
(₹ in lakhs)
Particulars For the Financial Year ended on
2025 2024 2023
Purchases in Foreign Currencies 14,188.48 8,047.30 7,880.58
Percentage of total purchases (%) 82.86% 75.20% 65.75
Economic, political and market conditions can adversely affect our business, results of operations and financial condition,
including our revenue growth and profitability, which in turn could adversely affect our stock price. For further details, see
“Management's Discussion and Analysis of Financial Condition and Results of Operations” on page 302 of the Prospectus.
33. We operate in a competitive environment and face fair competition in our business from organized and unorganized
players, which may adversely affect our business operations and financial condition.
The Indian nutraceutical market is largely fragmented comprising of organized and unorganized sectors. The rates vary
depending upon the demand supply pattern prevailing in the market. Geographies also play a vital role in deciding the rates.
We face competition from local dealers as well as from organized players which are larger and have substantially greater
resources than us. However, we have been able to leverage economies of scale to gain an advantage. We believe that our
wide range of products with low cost and best storage facilities, provides us an edge in the competition.
Competition may result in pricing pressures, reduced profit margins, lost market share or a failure to grow our market share,
any of which could substantially harm our business and results of operations. The domestic segment which we cater to is
fragmented and fairly competitive. We compete primarily on the basis of customer satisfaction and marketing. Thus, some
of our competitors may have certain other advantages over us, including established track record, superior product offerings,
larger portfolio of products, technology and greater market penetration, which may allow our competitors to better respond
to market trends. They may also have the ability to spend more aggressively on marketing initiatives and may have more
flexibility to respond to changing business and economic conditions than we do. We believe that in order to compete
effectively, we must continue to maintain our reputation, be flexible and prompt in responding to rapidly changing market
demands and customer preferences, and offer customer quality products at competitive prices. There can be no assurance
56that 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, financial condition and results of operations.
34. Any disruption in our information technology systems may adversely affect our business, results of operations and
prospects.
We are highly dependent on the information technology systems of our company. Our entire business is based on the
successful and smooth running of information technology system of our organization.
Our Company is a technology-first company and have adopted various tools to manage the business operations efficiently:
a) Zoho Books – ERP for accounting and MIS
b) Zoho Work Place
c) Zemi System – Supply Chain Management
The growth of our business is dependent on smooth functioning of information technology systems of our company. The
information and technology system are subject to damage or incapacitation by natural disasters, human error, power loss,
sabotage, computer viruses, hacking, acts of terrorism and similar events or the loss of support services from third parties.
Considering the nature of our business and the industry in which we operate, it is imperative for us to have a robust
information technology platform. If our data capturing, processing and sharing cannot be integrated and/or we experience
any defect or disruption in the use of, or damage to, our information technology systems, it may adversely affect our business
and income of the Company.
35. 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 Promoters, Directors, Key Managerial Personnel, Senior Management or our inability to attract and retain them
and other personnel with technical expertise could adversely affect our business, financial condition and results of
operations.
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 inability 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 Promoters 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
Personnel 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. 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 requisite expertise that our business requires.
The following table sets forth attrition rate of our employees for the period indicated:
Attrition Rate As on March 31, 2025*
Attrition Rate (%)(1) 20.58%
No. of employees who resigned during the period 7
(1)Calculated as the number of employees that left during a period over the average number of employees for the period. The
average number of employees for a period is calculated as the average of the number of employees at the beginning of the
period and the number of employees at the end of the period.
*Kindly note that list of employees is provided as on March 31, 2025, hence, the attrition period is also taken as March 31,
2025.
57The positions in which resignations have occurred as mentioned in the aforesaid table have been appropriately filled, and we
do not see any foreseeable impact due to these resignations however, it may be difficult to attract and retain the personnel
we require in the future in case of any such major position is left unfilled. There can be no assurance that our competitors
will not offer better compensation packages, incentives and other perquisites to such skilled personnel. Further, as at the date
of this Prospectus, we do not have key man insurance policies. In the event that we are not able to attract and retain talented
employees as required for conducting our business, or if we experience high attrition levels in future 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. See “Our Management” and “Our Business” on page 240 and 182 for further
information.
36. Information relating to historical installed capacity of our processing included in this Prospectus is based on various
assumptions and estimates and our future processing and capacity utilization may vary. Under-utilization of our
processing capacity and an inability to effectively utilize our blending and processing facility may have an adverse effect
on our business, future prospects and future financial performance.
Information relating to our historical installed capacity of our processing facilities included in this Prospectus is based on
various assumptions and estimates of our management and independent chartered engineer, namely, SRJ Certification
Services Private Limited, Chartered Engineer by their certificate dated April 23, 2025, including proposed operations,
assumptions relating to availability and potential utilization levels and operational efficiencies. For further information
regarding our processing facility, including our historical installed capacity, see “Our Business – Capacity and Capacity
Utilization” on pages 214 of this Prospectus.
Actual and future processing volumes and capacity utilization rates may differ significantly from the estimated processing
capacities of our facility. Undue reliance should therefore not be placed on the information relating to our installed capacities
or historical capacity utilization of our processing facility included in this Prospectus. Further, there is no guarantee that our
future processing or capacity utilization levels will match or exceed our historical levels. Our expected return on capital
invested is subject to, among other factors, the ability to ensure satisfactory performance of personnel to further grow our
business, our ability to absorb additional infrastructure costs and utilize the expanded capacities as anticipated. The product
requirements of, and procurement practice followed by our customers also affect our capacity utilization. Our capacity is
underutilised in the industry due to the lack of demand for which we may not be able to utilize our capacity efficiently. Our
aggregate actual capacity utilization was 78.92% and 0.15% in the Fiscal 2025 and Fiscal 2024, since the machines were
purchased for processing and blending in the year 2023, respectively for the products. Also, the grinding machine was added
in 2024, hence there was a significant rise in capacity utilisation between Fiscal 2024 and 2025.
We also 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 changes in their policies, which may result in reduced quantities being processed by us
resulting in under-utilization from our existing processing capacity in near future also. However, our significant percentage
of revenue is not generated from blending and processing capacity, however, we make significant decisions, including
determining the levels of business that we will seek and accept, processing schedules, personnel requirements and other
resource requirements, based on our estimates of customer orders which may contribute to our revenue from operations in
future. The requirements of our customers are not restricted to one type of product i.e. whether they prefer traded goods or
processed goods and therefore variations in demand for certain types of products also requires us to make certain changes in
our bending and processing facility thereby affecting our business schedules. This may lead to mismatch of capacity and
capacity utilization. Any such mismatch leading to over or under utilization of our processing facilities could adversely affect
our business, results of operations, financial condition and cash flows.
37. We have certain contingent liabilities which have been disclosed in our Restated Consolidated Financial Information,
which if they materialize, may adversely affect our results of operations, cash flows and financial condition.
The following is a summary table of our contingent liabilities for last 3 fiscals as indicated in our Restated Financial
Information.
(₹. in Lakhs)
For the year ended March 31
Particulars
2025 2024 2023
Contingent liabilities in respect of:
Bank Guarantees given on behalf of the Company 17.85 - -
Total 17.85 - -
58If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash flows, financial
condition and results of operations. For further information on contingent liabilities for last 3 fiscals, see “Restated Financial
Information – Notes forming part of the Restated Financial Information – Note 34” on page 288.
38. We are dependent on third-party transportation providers for the supply of products and delivery of our finished products,
However, any such reductions or interruptions in the supply of the products could adversely affect our Business, Results
of Operations and Financial Condition and may have an adverse effect on our ability to deliver our products in a timely
or cost-effective manner.
Our facility is strategically located which in turn makes it possible for us to procure products in an effective and timely
manner. We arrange transportation on lowest price and availability basis. However, despite being strategically located, our
Company is dependent upon third party service providers for the transport of the products. As a trading business, our success
depends on the uninterrupted supply and transportation of materials required for processing and trading. We may or may not
undertake the responsibility of delivery of products to or from our Facility or to our customers. We rely on third-party logistic
service providers and freight forwarders for the purpose of the same. Factors such as transportation strikes could adversely
impact the supply of products and the delivery of our finished products. In the past three Fiscals, we have not experienced
any material disruption in transportation services. Past increases in transportation costs have been negotiated with the relevant
third party and benchmarked with market prices. However, any such reductions or interruptions in the supply of the products,
we source from third parties, including abrupt increases in the transportation or fuel costs, inability on our part to find
alternate sources for the procurement of such products and termination in arrangements with our local transport agencies, if
any, could adversely affect our Business, Results of Operations and Financial Condition and may have an adverse effect on
our ability to deliver our products in a timely or cost effective manner.
39. Our inability to accurately forecast demand or price for our products and manage our inventory may adversely affect our
business, results of operations and financial condition.
Our business depends on our estimate of the demand for our products from customers. As is typical in the specialty
nutraceutical industry, we maintain a reasonable level of inventory. However, if we underestimate demand or have inadequate
capacity due to which we are unable to meet the demand for our products, we may trade fewer quantities of products than
required, which could result in the loss of business. While we forecast the demand and price for our products and accordingly,
plan our operations, any error in our forecast could result in a reduction in our profit margins and surplus stock, which may
result in additional storage cost and such surplus stock may not be sold in a timely manner, or at all. If we overestimate
demand, we may incur costs to build capacity or purchase more products and trade more products than required. Our inability
to accurately forecast demand for our products and manage our inventory may have an adverse effect on our business, results
of operations and financial condition.
Our ability to maintain our operations is dependent on us providing our products at prices competitive with the local
distributors. Further, a majority of our business involves having robust supply networks in place. To that extent, if any of our
competitors is able to garner a better and more cost-efficient supply network, they may be able to provide their products at
competitive prices as compared to us. Our inability to price our products at the applicable prices in the domestic markets,
may affect the demand for our products and consequently have a material adverse effect on our results of operations and
financial condition.
40. Within the parameters as mentioned in the chapter titled “Objects of the Offer” beginning on page 99 of this Prospectus,
our Company’s management will have flexibility in applying the proceeds of the Offer. The fund requirement and
deployment mentioned in the Objects of this Offer have not been appraised by any bank or financial institution.
We intend to use the Net Proceeds for the purposes described in the section titled “Objects of the Offer” on page 99 of this
Prospectus. The Objects of the Offer comprise of Financing the capital expenditure towards setting up of the Manufacturing
Facility through investment in ERMPL, our Wholly-Owned Subsidiary (WOS); Repayment/prepayment of all or certain of
our borrowings availed of by our Company and General corporate purposes.
We intend to deploy the Net Proceeds in financial year 2025-2026 and 2026-2027, such deployment is based on certain
assumptions and strategy which our Company believes to implement in future. The funds raised from the Offer may remain
idle on account of change in assumptions, market conditions, strategy of our Company, etc., For further details on the use of
the Net Proceeds, please refer chapter titled “Objects of the Offer” beginning on page 99 of this Prospectus.
The deployment of funds for the purposes described above is at the discretion of our Company’s Board of Directors. The
fund requirement and deployment are based on internal management estimates and has not been appraised by any bank or
financial institution. Accordingly, within the parameters as mentioned in the chapter titled “Objects of the Offer” beginning
on page 99 of this Prospectus, the Management will have significant flexibility in applying the proceeds received by our
59Company from the Offer. However, the deployment of the Offer Proceeds (excluding Offer for Sale) will be monitored by a
monitoring agency to be appointed pursuant to the SEBI ICDR Regulations and amendments thereto. We may have to
reconsider our estimates or business plans due to changes in underlying factors, some of which may be beyond our control,
such as interest rate fluctuations, changes in input cost, and other financial and operational actors. Accordingly, prospective
investors in the Offer will need to rely upon our management’s judgment with respect to the use of Net Proceeds. If we are
unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect our business and the results of operations.
41. Portion of our Offer Proceeds are proposed to be utilized for general corporate purposes which constitute 0.49% of the
Offer Proceed.
As on date we have not identified the use of such funds. Portion of our Offer Proceeds are proposed to be utilized for general
corporate purposes which constitute 0.49% of the Offer Proceeds. We have not identified the general corporate purposes for
which these funds may be utilized. The deployment of such funds is entirely at the discretion of our management subject to
the applicable laws and in accordance with policies established by our Board of Directors from time to time and subject to
compliance with the necessary provisions of the Companies Act. For details, please refer the chapter titled “Objects of the
Offer” beginning on Page No. 99 of this Prospectus.
42. Our Promoters have provided personal guarantees for loan facilities obtained by our Company, and any failure or default
by our Company to repay such loans in accordance with the terms and conditions of the financing documents could
trigger repayment obligations on them, which may impact their ability to effectively service their obligations as our
Promoters and thereby, impact our business and operations.
Our Promoters have extended personal guarantees towards loan facilities taken by our Company. Any default or failure by
us to repay the loans in a timely manner, or at all could trigger repayment obligations of our guarantors in respect of such
loans, which in turn, could have an impact on their ability to effectively service their obligations as Promoters of our
Company, thereby having an effect on our business, results of operation and financial condition. Furthermore, in the event
that these individuals withdraw or terminate their guarantees, our lenders for such facilities may ask for alternate guarantees,
repayment of amounts outstanding under such facilities, or even terminate such facilities. We may not be successful in
procuring guarantees satisfactory to the lenders, and as a result may need to repay outstanding amounts under such facilities
or seek additional sources of capital, which could affect our financial condition and cash flows. For further details, please
refer the chapter titled “Financial Indebtedness” beginning on page 300 of this Prospectus.
43. We may not be fully insured for all losses we may incur which could have a material adverse effect on our business,
reputation, results of operations, financial condition and cash flows.
Although we attempt to limit and mitigate our liability for damages arising from negligent acts, errors or omissions through
contractual provisions, limitations of liability set forth in our contracts may not be enforceable in all instances or may not
otherwise protect us from liability for damages.
In addition, certain liabilities, such as claims of third parties for which we may be required to indemnify our customers, are
generally not limited under those agreements. We face the risk of loss resulting from, and the adverse publicity associated
with lawsuits, whether or not such claims are valid. We have taken various insurance policies, details of which is mentioned
in the section titled, “Our Insurance Policies” under the chapter titled, “Our Business” on page 219 of the Prospectus.
Although we believe we have adequate insurance coverage but that coverage may not continue to be available on reasonable
terms or to be available in sufficient amounts to cover one or more large claims, and our insurers may disclaim coverage as
to any future claim. Insurance coverage may be an inadequate remedy where the loss suffered is not easily quantifiable, for
example, in the event of severe damage to our reputation. The successful assertion of one or more large claims against us
that exceed available insurance coverage, or changes in our insurance policies (including premium increases or the imposition
of large deductible or co-insurance requirements), could have a material adverse effect on our business, reputation, results
of operations, financial condition and cash flows.
44. We may not be successful in implementing our business strategies, Failure to implement our business strategies would
have a material adverse effect on our business and results of operations.
The success of our business depends substantially on our ability to implement our business strategies effectively. Even though
we have successfully executed our business strategies in the past, there is no guarantee that we can implement the same on
time and within the estimated budget going forward, or that we will be able to meet the expectations of our targeted
customers. Changes in regulations applicable to us may also make it difficult to implement our business strategies. Failure
to implement our business strategies would have a material adverse effect on our business and results of operations.
45. If we are unable to source business opportunities effectively, we may not achieve our financial objectives.
60Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and accomplish business
opportunities. To grow our business, we will need to hire, train, supervise and manage new employees and to implement
systems capable of effectively accommodating our growth. However, we cannot assure you that any such employees will
contribute to the success of our business or that we will implement such systems effectively. Our failure to source business
opportunities effectively could have a material adverse effect on our business, financial condition and results of operations.
It is also possible that the strategies used by us in the future may be different from those presently in use. No assurance can
be given that our analyses of market and other data or the strategies we use or plans in future to use will be successful under
various market conditions.
46. Our Company’s ability to pay dividends in the future will depend on our Company’s future results of operations, financial
condition, cash flows and working capital and capital expenditure requirements
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may
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. There can be no assurance that our Equity Shares will appreciate in value. For details of our dividend history,
see “Dividend Policy” on page 264 of this Prospectus.
47. 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 152 of this 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 such data. 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 Prospectus.
Further, the industry data mentioned in this 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
Prospectus in this context.
48. We are exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments may adversely
impact our results of operations.
We are subject to counterparty credit risk and a significant delay in receiving large payments or non-receipt of large payments
may adversely impact our results of operations. Our operations involve extending credit to our customers in respect of sale
of our products and consequently, we face the risk of the uncertainty regarding the receipt of these outstanding amounts. As
a result of such industry conditions, we have and may continue to have high levels of outstanding receivables. There is no
assurance that we will accurately assess the creditworthiness of our customers. Further, macroeconomic conditions which
are beyond our control, such as a potential credit crisis in the global financial system, could also result in financial difficulties
for our customers, including limited access to the credit markets, insolvency or bankruptcy. Such conditions could cause our
customers to delay payment, request modifications of their payment terms, or default on their payment obligations to us, all
of which could increase our receivables. Timely collection of dues from customers also depends on our ability to complete
our contractual commitments and subsequently bill for and collect from our customers. While we have not faced such
incidents in the past, if we are unable to meet our contractual obligations, we may experience delays in the collection of, or
be unable to collect, our customer balances, which could adversely affect our results of operations and cash flows.
49. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or accurately
report, our financial risks. Despite our internal control systems, we may be exposed to operational risks, including fraud,
petty theft and embezzlement, which may adversely affect our reputation, business, financial condition, results of
operations and cash flows.
Effective internal controls are necessary for us to prepare reliable financial reports and effectively avoid fraud. Moreover,
any internal controls that we may implement, or our level of compliance with such controls, may deteriorate over time, due
to evolving business conditions. We cannot assure you that deficiencies in our internal controls will not arise in the future,
or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies
in our internal controls. Any inability on our part to adequately detect, rectify or mitigate any such deficiencies in our internal
controls may affect ability to accurately report, or successfully manage, our financial risks, and to avoid fraud, which may
in turn adversely affect our business, financial condition or results of operations. Further, given the high volume of
transactions we process on a daily basis, notwithstanding the internal controls that we have in place, we may be exposed to
61the risk of fraud or other misconduct by employees, contractors or customers. Fraud and other misconduct can be difficult to
detect and deter. Certain instances of fraud and misconduct may go unnoticed or may only be discovered and successfully
rectified after substantial delays. Even when we discover such instances of fraud or theft and pursue them to the full extent
of the law or with our insurance carriers, there can be no assurance that we will recover any of the amounts involved in these
cases. In addition, our dependence upon automated systems to record and process transactions may further increase the risk
that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to
detect, which may adversely affect our reputation, business, financial condition, results of operations and cash flows.
50. We might infringe upon the intellectual property rights of others and may be susceptible to claims from third parties,
affecting our operations and financial condition.
While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with
certainty as to whether we are infringing on any existing third-party intellectual property rights, which may require us to alter
our technologies, obtain licenses or cease some of our operations. We may also be susceptible to claims from third parties
asserting infringement and other related claims. If such claims are raised, those claims could: (a) adversely affect our
relationships with current or future customers; (b) result in costly litigation; (c) cause product shipment delays or stoppages;
(d) divert management’s attention and resources; (e) subject us to significant liabilities; (f) require us to enter into potentially
expensive royalty or licensing agreements and (g) require us to cease certain activities. While in the last three financial years,
we have not been involved in litigation or incurred litigation expenses in connection with third party intellectual property
rights, in the case of an infringement claim made by a third party, we may be required to defend such claims at our own cost
and liability and may need to indemnify and hold harmless our customers. Furthermore, necessary licenses may not be
available to us on satisfactory terms, if at all. In addition, we may decide to settle a claim or action against us, to which
settlement could be costly. We may also be liable for any past infringement that we are not aware of. Any of the foregoing
could adversely affect our business, financial condition and results of operations.
51. Failure to deal effectively with fraudulent activities on emails would increase our fraud losses and harm our business
and could severely diminish seller and customer confidence in and use of our products.
We face risks with respect to fraudulent activities on our emails. Although we have implemented measures to detect and
reduce the occurrence of fraudulent activities, scams, including encouraging reporting of concerns, gating and monitoring
higher-risk activities, evaluating sellers on the basis of their transaction history and restricting or suspending some sellers,
we cannot assure you that these measures will be effective in combating fraudulent transactions or improving overall
satisfaction among sellers and customers. We will need to evolve to combat fraudulent activities as they develop. Any failure
to evolve could result in loss of customer trust. At the same time, the implementation of additional measures to address fraud
could negatively affect the attractiveness of our offerings to customers and sellers, or create friction in our customers’
experience.
52. In addition to normal remuneration, other benefits and reimbursement of expenses, some of our directors (including our
Promoters) are interested in our Company to the extent of their shareholding and dividend entitlement in our Company.
Some of our directors (including our Promoters) are interested in our Company to the extent of their shareholding in our
Company, in addition to normal remuneration or benefits and reimbursement of expenses. We cannot assure you that our
directors would always exercise their rights as shareholders to the benefit and best interest of our Company. For further
information, see the chapters titled “Our Management” and “Our Promoters and Promoter Group” beginning on page 240
and 256 respectively of this Prospectus and the section titled “Restated Financial Information” beginning on page 265 of this
Prospectus.
53. Our WOS and our Company have not made any alternate arrangements for meeting our capital requirements for the
Objects of the Offer. Further Our WOS and our Company have not identified any alternate source of financing the
Objects of the Offer. Any shortfall in raising / meeting the same could adversely affect our growth plans, business
operations and financial condition.
As on date of this Prospectus, Our WOS and our Company have not made any alternate arrangements for meeting our capital
requirements for objects of the offer. Our WOS Company have met the capital requirements through internal accruals and
debt of our Company. Any shortfall in our net owned funds, internal accruals and our inability to raise debt in future for our
WOS would result in us being unable to meet the capital requirements of our WOS, which in turn will negatively affect 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 Offer or any shortfall in the Net Offer proceeds may delay the
implementation schedule and could adversely affect our growth plans. For further details, please refer to the chapter titled
“Objects of the Offer” beginning on page 99 of this Prospectus.
6254. As we continue to grow, we may not be able to effectively manage our growth and the increased complexity of our business,
which could negatively impact our brand and financial performance.
The success of our business will depend greatly on our ability to effectively implement our operational and growth strategies.
As a part of our growth strategy, we aim to, among other things, continue to grow our businesses as and when opportunities
exist including expansion in product base, focus on consistently meeting quality standards, deepen and expand our
geographical presence, strengthening up our business through effective branding and promotional activities. In pursuing our
growth strategy, we will require additional capital investments and cash outlays, which may have a material impact on our
cash flows and results of operations. Our operating expenses and capital requirements may increase significantly pursuant to
our expansion and diversification plans. Our ability to manage our growth effectively requires us to forecast accurately our
sales and growth and to expend funds to improve our operational, financial and management controls, reporting systems and
procedures. An inability to implement our future business plan, manage our growth effectively or failure to secure the
required funding on favourable terms or at all could have a material and adverse effect on our business, future financial
performance and results of operations.
55. Our Company will not receive any proceeds from the Offer for Sale. Our Promoter Selling Shareholders will receive the
proceeds from the Offer for Sale.
The Offer comprises of a Fresh Issue and an Offer for Sale by the Promoter Selling Shareholders. Our Promoter Selling
Shareholders shall be entitled to the entire proceeds from the Offer for Sale (net of their portion of the Offer related expenses)
and we will not receive any proceeds from the Offer for Sale. For further information, see “The Offer” and “Objects of the
Offer” on pages 71 and 99, respectively.
56. 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 business streams. 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, recruitment, training
and 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.
57. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which
may be material to investors assessments of Our Company's financial condition. Our failure to successfully adopt IFRS
may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our financial
condition and results of operations appearing materially different than under Indian GAAP.
Our restated consolidated financial statements, including the financial statements provided in this Prospectus, are prepared
in accordance with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data
included in this Prospectus, nor do we provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS.
U.S. GAAP and IFRS differ in significant respects from Indian GAAP. For details, refer chapter titled “Presentation of
Financial Industry and Market Data” beginning on Page 18 of this Prospectus.
Accordingly, the degree to which the Indian GAAP financial statements included in this 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 this Prospectus should
accordingly be limited. India has decided to adopt the “Convergence of its existing standards with IFRS” and not the
“International Financial Reporting Standards” (“IFRS”), which was announced by the MCA, through the press note dated
January 22, 2010. These “IFRS based / synchronized Accounting Standards” are referred to in India as IND (AS). Public
companies in India, including our Company, may be required to prepare annual and interim financial statements under IND
(AS). The MCA, through a press release dated February 25, 2011, announced that it will implement the converged accounting
standards in a phased manner after various issues, including tax related issues, are resolved. Further, MCA Notification dated
February 16, 2015, has provided an exemption to the Companies proposing to list their shares on the SME Exchange as per
Chapter IX of the SEBI ICDR Regulations and hence the adoption of IND (AS) by a SME exchange listed Company is
voluntary. Accordingly, we have made no attempt to quantify or identify the impact of the differences between Indian GAAP
and IFRS or to quantify the impact of the difference between Indian GAAP and IFRS as applied to its financial statements.
There can be no assurance that the adoption of IND-AS will not affect our reported results of operations or financial
condition. Any failure to successfully adopt IND-AS may have an adverse effect on the trading price of our Equity Shares.
Currently, it is not possible to quantify whether our financial results will vary significantly due to the convergence to IND
63(AS), given that the accounting principles laid down in the IND (AS) are to be applied to transactions and balances carried
in books of accounts as on the date of the applicability of the converged standards, i.e., IND (AS) and for future periods.
Moreover, if we volunteer for transition to IND (AS) reporting, the same may be hampered by increasing competition and
increased costs for the relatively small number of IND (AS)-experienced accounting personnel available as more Indian
companies begin to prepare IND (AS) financial statements. Any of these factors relating to the use of converged Indian
Accounting Standards may adversely affect our financial condition.
EXTERNAL RISKS
58. Changing regulations in India could lead to new compliance requirements that are uncertain. The regulatory
environment in which we operate is evolving and is subject to change.
The regulatory and policy environment in which we operate is evolving and is subject to change. The GoI may implement
new laws or other regulations and policies that could affect our business in general, which could lead to new compliance
requirements, including requiring us to obtain approvals and licenses from the Government and other regulatory bodies, or
impose onerous requirements. The regulatory and policy environment in which we operate is evolving and is subject to
change. The GoI may implement new laws or other regulations and policies that could affect our business in general, which
could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the Government
and other regulatory bodies, or impose onerous requirements.
Additionally, SEBI has issued a notification in the official Gazette vide notification no. SEBI/LAD-NRO/GN/2025/233 dated
March 03, 2025 and has amended various regulations of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 and has introduced SEBI (Issue of Capital and Disclosure Requirements) (Amendment), Regulations, 2025, which also
includes the amendments pertaining to the SME IPO’s for the Company’s getting listed over SME platforms of the stock
exchanges which includes, the amendments made in the categories of allocation in case of Book Built Issue and restrictions
on the Offer for Sale and such other amendments. We cannot predict whether the amendments made pursuant to the SEBI
(Issue of Capital and Disclosure Requirements) (Amendment), Regulations, 2025 would have an adverse effect on our
business, financial condition. Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules
and regulations 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.
Further, the Government of India has introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c)
the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which
consolidate, subsume and replace numerous existing central labour legislations. While the rules for implementation under
these codes have not been notified, the implementation of such laws could increase our employee and labour costs, thereby
adversely impacting our results of operations, cash flows, business and financial performance.
The application of various Indian tax laws, rules and regulations to our business, currently or in the future, is subject to
interpretation by the applicable taxation authorities. For instance, companies can voluntarily opt in favour of a concessional
tax regime (subject to no other special benefits/exemptions being claimed), which reduces the rate of income tax payable to
22% subject to compliance with conditions prescribed, from the erstwhile 25% or 30% depending upon the total turnover or
gross receipt in the relevant period. Any such future amendments may affect our other benefits such as exemption for income
earned by way of dividend from investments in other domestic companies and units of mutual funds, exemption for interest
received in respect of tax-free bonds, and long-term capital gains on equity shares if withdrawn by the statute in the future,
and the same may no longer be available to us. Any adverse order passed by the appellate authorities/ tribunals/ courts would
have an effect on our profitability.
Further, the GoI has announced the union budget for Fiscal 2024, pursuant to which the Finance Bill, 2024 (“Finance Bill”),
has introduced various amendments. The Finance Bill has received assent from the President of India on February 15, 2024,
and has been enacted as the Finance Act, 2024. We cannot predict whether any amendments made pursuant to the Finance
Act, 2024 would have an adverse effect on our business, financial condition and results of operations. Furthermore, changes
in capital gains tax or tax on capital market transactions or the sale of shares could affect investor returns. As a result, any
such changes or interpretations could have an adverse effect on our business and financial performance.
Further, The Government of India announced the Union Budget for Fiscal 2025, pursuant to which the Finance Bill 2025
proposes various amendments. Further, the Income Tax Act, 1961 is proposed to be amended. We cannot predict whether
the amendments proposed to be made pursuant to the Finance Act, 2025 or the Income Tax Act, 1961 would have an adverse
effect on our business, financial condition, future cash flows and results of operations. Unfavourable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment and stamp
64duty 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 in the jurisdictions in which we operate, 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 impact the viability
of our current business or restrict our ability to grow our business in the future. We may incur increased costs and other
burdens relating to compliance with such new requirements, which may also require significant management time and other
resources, and any failure to comply may adversely affect our business, financial condition, results of operations and
prospects.
59. Political instability or a change in economic liberalization and deregulation policies could seriously harm business and
economic conditions in India generally and our business in particular.
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy.
Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes in Government
policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. The rate of
economic liberalization could change, and specific laws and policies affecting the information technology sector, foreign
investment and other matters affecting investment in our securities could change as well. Any significant change in such
liberalization and deregulation policies could adversely affect business and economic conditions in India, generally, and our
business, prospects, financial condition and results of operations, in particular.
60. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares
may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchange.
The determination of the Price Band is based on various factors and assumptions, and will be determined by our Company
and the Selling Shareholders in consultation with the Book Running Lead Manager. Furthermore, the Offer Price of the
Equity Shares will be determined by our Company and the Selling Shareholders in consultation with the Book Running Lead
Manager through the Book Building Process. These will be based on numerous factors, including those described under
“Basis for Offer Price” on page 142 of this Prospectus, and may not be indicative of the market price of the Equity Shares
upon listing on the Stock Exchange. The price of our Equity Shares upon listing on the Stock Exchange will be determined
by the market and may be influenced by many factors outside of our control.
61. An investment in the Equity Shares is subject to general risk related to investments in Indian Companies.
Our Company is incorporated in India and all of our assets and employees are located in India. Consequently, our business,
results of operations, financial condition and the market price of the Equity Shares will be affected by changes in interest
rates in India, policies of the Government of India, including taxation policies along with policies relating to industry,
political, social and economic developments affecting India.
62. The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience price and
volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity
Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer Price, or at all.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock Exchanges
may not develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for the Equity Shares
will develop, or if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity Shares is
proposed to be determined through a Book Building Process in accordance with the SEBI ICDR Regulations and
amendments thereto and may not be indicative of the market price of the Equity Shares at the time of commencement of
trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be subject to significant
fluctuations in response to, among other factors, variations in our operating results of our Company, market conditions
specific to the industry we operate in, developments relating to India, volatility in securities markets in jurisdictions other
than India, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research
publications, and changes in economic, legal and other regulatory factors.
63. There is no guarantee that the Equity Shares issued pursuant to the Offer will be listed on the BSE SME Platform 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
Offer 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
65listing the Equity Shares on the BSE SME. Any failure or delay in obtaining the approval would restrict your ability to
dispose of your Equity Shares.
64. Any future issuance of Equity Shares may dilute your shareholding and sale of our Equity Shares by our Promoters or
other shareholders may adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including in a primary offering, may lead to the dilution of investors’ shareholdings in
our Company. Any future equity issuances by us or sales of our Equity Shares by our Promoters or other major shareholders
may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or
sales might occur could also affect the trading price of our Equity Shares.
65. There are restrictions on the overall capping of 90% on the Opening Price/Equilibrium Price discovered during Special
Pre-Open session for Initial Public Offer (IPO) on the BSE SME Platform of the Exchange and also there are restrictions
on daily movements in the trading price of the Equity Shares, which may adversely affect a shareholder’s ability to sell
Equity Shares or the price at which Equity Shares can be sold at a particular point in time.
Once listed, we would be subject to circuit breakers imposed by the stock exchange, which does not allow transactions
beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the
index- based market-wide circuit breakers generally imposed by SEBI. The percentage limit on circuit breakers is said by
the stock exchange based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchange
does not inform us of the percentage limit of the circuit breaker in effect from time to time, and may change it without our
knowledge. This circuit breaker limits the upward and downward movements in the price of the Equity Shares. As a result
of the circuit breaker, no assurance may be given regarding your ability to sell your Equity Shares or the price at which you
may be able to sell your Equity Shares at any time
66. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian
company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock
exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months
may be subject to long-term capital gains tax in India at the specified rates depending 75 on certain factors, such as STT
paid, the quantum of gains and any available treaty exemptions. Accordingly, you may be subject to payment of long-term
capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months.
STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain
realized on the sale of our Equity Shares held for a period of 12 months or less will be subject to short-term capital gains tax
in India. While non-residents may claim tax treaty benefits in relation to such capital gains income, generally, Indian tax
treaties do not limit India’s right to impose tax on capital gains arising from the sale of shares of an Indian company.
In terms of the Finance Act, 2024, with effect from July 23, 2024, taxes payable by an assessee on the capital gains arising
from transfer of long-term capital assets (introduced as Section 112A of the Income-Tax Act, 1961) shall be calculated on
such long-term capital gains at the rate of 12.50%, where the long-term capital gains exceed ₹125,000, subject to certain
exceptions in case of resident individuals and Hindu Undivided Families. The stamp duty for transfer of certain securities,
other than debentures, on a delivery basis is currently specified at 0.015% and on a non-delivery basis is specified at 0.003%
of the consideration amount.
The Government of India announced the Union Budget for Fiscal 2025, pursuant to which the Finance Bill 2025 proposes
various amendments. Further, the Income Tax Act, 1961 is proposed to be amended. We cannot predict whether the
amendments proposed to be made pursuant to the Finance Act, 2025 or the Income Tax Act, 1961 would have an adverse
effect on our business, financial condition, future cash flows and results of operations. 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.
67. The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop.
Prior to this Offer, there has been no public market for our Equity Shares. Our Company and the Book Running Lead Manager
have appointed Market Maker for the equity shares of our Company. However, the trading price of our Equity Shares may
fluctuate after this Offer due to a variety of factors, including our results of operations and the performance of our business,
competitive conditions, general economic, political and social factors, the performance of the Indian and global economy
and significant developments in India’s fiscal regime, volatility in the Indian and global securities market, performance of
our competitors, the Indian Capital Markets and Finance industry, changes in the estimates of our performance or
66recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic
partnership, joint ventures, or capital commitments.
68. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign
investors, which may adversely impact the market price of the Equity Shares.
Under the exchange control regulations currently in force in India, transfers of shares between non-residents and residents
are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting requirements
specified by the Reserve Bank of India. If the transfer of shares is not in compliance with such pricing guidelines or reporting
requirements or falls under any of the exceptions referred to above, then the approval of the Reserve Bank of India will be
required for such transaction to be valid.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and
repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax
authorities. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the Department for
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly known as
Department of Industrial Policy and Promotion) and the Foreign Exchange Management (Non-debt Instruments) Amendment
Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments
by entities of a country which shares a 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, will require prior approval of the Government of India, as prescribed in the
Consolidated FDI Policy and the FEMA Rules. These investment restrictions shall also apply to subscribers of offshore
derivative instruments. Neither the Consolidated FDI Policy nor the FEMA Rules provide a definition of the term “beneficial
owner”. The interpretation of “beneficial owner” and enforcement of this regulatory change may differ in practice, which
may have an adverse effect on our ability to raise foreign capital. We cannot assure you that any required approval from the
Reserve Bank of India or any other governmental agency can be obtained on any particular terms or at all.
69. Natural calamities, climate change and health epidemics could adversely affect the Indian economy and our business,
financial condition, and results of operations. In addition, hostilities, terrorist attacks, civil unrest and other acts of
violence could adversely affect our business, financial condition and results of operations.
Our operations including our offices may be damaged or disrupted as a result of natural calamities. Such events may lead to
the disruption of information systems and telecommunication services for sustained periods. They also may make it difficult
or impossible for employees to reach our business locations. Damage or destruction that interrupts our provision of services
could adversely affect our reputation, our relationships with our customers, our management team’s ability to administer and
supervise our business or it may cause us to incur substantial additional expenditure to repair or replace damaged equipment
or rebuild parts of our offices. Any of the above factors may adversely affect our business, financial condition and results of
operations. India has from time-to-time experienced instances of social, religious and civil unrest and hostilities between
neighbouring countries. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting
communications and making travel more difficult and such political tensions could create a greater perception that
investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil
unrest within other countries in Asia, could influence the Indian economy and could have a material adverse effect on the
market for securities of Indian companies.
70. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely affect
the financial markets, our business, financial condition and the price of our Equity Shares.
Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our
control, could have a material adverse effect on India’s economy and our business. Incidents such as the terrorist attacks,
other incidents such as those in US, Indonesia, Madrid and London, and other acts of violence may adversely affect the
Indian stock markets where our Equity Shares will trade as well the global equity markets generally. Such acts could
negatively impact business sentiment as well as trade between countries, which could adversely affect our Company’s
business and profitability. Additionally, such events could have a material adverse effect on the market for securities of
Indian companies, including the Equity Shares.
71. The outbreak of the novel coronavirus could have a significant effect on our results of operations, and could negatively
impact our business, revenues, financial condition and results of operations.
An outbreak of COVID-19 was recognized as a pandemic by the WHO on March 11, 2020. In response to the COVID-19
outbreak, the governments of many countries, including India, have taken preventive or protective actions such as imposing
country-wide lockdowns, as well as restrictions on travel and business operations. Since May 2020 many of these measures
our operations and to build confidence in the safety protocols deployed at our office. If we do not respond appropriately to
67the pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation and our
brand, which could adversely affect our business in the future. Further, the lockdown was again imposed by the government
in some parts of India during April 2021, which was partially relaxed in June 2021, during this lockdown although we have
continued with our business, the execution of our business operations was delayed by few weeks. We cannot predict the
degree to, or the time period over, which our business will be affected by the COVID-19 outbreak. For example, this
pandemic could necessitate further lockdowns, resulting in significant additional effects on our revenue, financial condition
and results of operations. There are numerous uncertainties associated with the COVID-19 outbreak, including the number
of individuals who will become infected, availability of a vaccine or a cure that mitigates the effect of the virus, the extent
of the protective and preventative measures imposed by governments and whether the virus’ impact will be seasonal, among
others. Consequently, there may be adverse effects of this pandemic on our short-term business operations and our financial
results may be impacted.
72. Our business is substantially affected by prevailing economic, political and other conditions.
We are incorporated in and substantially all our operations are located in India. As a result, we are highly dependent on
prevailing economic conditions in India and our results of operations and cash flows are significantly affected by factors
influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations
and cash flows, may include:
a) any increase in Indian interest rates or inflation;
b) any exchange rate fluctuations;
c) any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and
scarcity of financing for our expansions;
d) prevailing income conditions among Indian consumers and Indian corporates;
e) volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges;
f) changes in India’s tax, trade, fiscal or monetary policies;
g) political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighbouring countries;
h) occurrence of natural or man-made disasters;
i) prevailing regional or global economic conditions, including in India’s principal export markets;
j) any downgrading of India’s debt rating by a domestic or international rating agency;
k) financial instability in financial markets; and
l) other significant regulatory or economic developments in or affecting India or its construction sector.
On February 24, 2022, Russian military forces invaded Ukraine. Although the length, impact and outcome of the ongoing
military conflict in Ukraine is highly unpredictable, this conflict and responses from international communities could lead to
significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources,
instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser
preferences as well as increase in cyberattacks and espionage.
To date, we have not experienced any material interruptions in our supply chain, manufacturing facility and distribution
network in connection with these conflicts. We have no way to predict the progress or outcome of the conflict in Ukraine as
the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration
of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial
impact on the global economy and our business for an unknown period of time. Any of the abovementioned factors could
affect our business, financial condition and results of operations.
In addition, any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely affect our business, results of operations, cash flows and financial condition and the price of the Equity Shares.
73. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such
additional financing may be available. This could have an adverse effect on our business and future financial performance,
our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.
74. 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
68could 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.
75. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover provisions under
Indian Law.
As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or change in
control of our Company. Under the SEBI SAST Regulations, an acquirer has been defined as any person who, directly or
indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in
concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders are
protected, these provisions may also discourage a third party from attempting to take control of our Company subsequent to
completion of the Offer. Consequently, even if a potential takeover of our Company would result in the purchase of the
Equity Shares at a premium to their market price or would otherwise be beneficial to our shareholders, such a takeover may
not be attempted or consummated because of SEBI SAST Regulations.
76. Our Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience price and
volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity
Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer Price, or at all.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may not develop or
be sustained after the Offer. Listing and quotation do not guarantee that a market for our Equity Shares will develop or, if
developed, does not guarantee the liquidity of such market for the Equity Shares. Our Company and the Book Running Lead
Manager will appoint Market Maker for the equity shares of our Company. However, the trading price of our Equity Shares
may fluctuate after this Offer due to a variety of factors, including our results of operations and the performance of our
business, competitive conditions, general economic, political and social factors, the performance of the Indian and global
economy and significant developments in India’s fiscal regime, volatility in the Indian and global securities market,
performance of our competitors, the Indian Capital Markets and Finance industry, changes in the estimates of our
performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions,
strategic partnership, joint ventures, or capital commitments. Investors might not be able to rapidly sell the Equity Shares at
the quoted price if there is no active trading in the Equity Shares. The Offer Price of the Equity Shares has been determined
by our Company and Selling shareholders in consultation with the BRLM through the Book Building Process.
77. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries,
particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the United States and elsewhere in the
world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’
reactions to developments in one country can have an adverse effect on the securities of companies in other countries,
including India. A loss in investor confidence in the financial systems of other emerging markets may cause increased
volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any global financial instability,
including further deterioration of credit conditions in the U.S. market, could also have a negative impact on the Indian
economy. Financial disruptions may occur again and could harm our results of operations and financial condition.
The Indian economy is also influenced by economic and market conditions in other countries. This includes, but is not limited
to, the conditions in the United States, Europe and certain economies in Asia. Financial turmoil in Asia and elsewhere in the
world in recent years has affected the Indian economy. Any worldwide financial instability may cause increased volatility in
the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and its
business.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause
increased volatility across other economies, including India. Financial instability in other parts of the world could have a
global influence and thereby impact the Indian economy. Financial disruptions in the future could adversely affect our
business, prospects, financial condition and results of operations. The global credit and equity markets have in the past
experienced substantial dislocations, liquidity disruptions and market corrections.
78. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after submitting a Bid, and Individual Investors are not permitted to withdraw
their Bids after Bid/ Offer Closing Date.
69Pursuant to the SEBI ICDR Regulations and amendments thereto, Qualified Institutional Buyers and Non-Institutional
Investors are required to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids
(in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Individual Investors
can revise or withdraw their Bids at any time during the Bid/ Offer Period and until the Bid/ Offer Closing Date, but not
thereafter. Therefore, Qualified Institutional Buyers and Non-Institutional Investors will not be able to withdraw or lower
their Bids following adverse developments in international or national monetary policy, financial, political or economic
conditions, our business, results of operations or otherwise at any stage after the submission of their Bids.
70SECTION IV – INTRODUCTION
THE OFFER
PRESENT OFFER OF EQUITY SHARES BY OUR COMPANY IN TERMS OF THIS PROSPECTUS
32,29,200, Equity Shares of face value of ₹10/- each fully paid for cash
Equity Shares Offered (1)(2)
at a price of ₹248/- per Equity Share aggregating ₹ 8,008.42 Lakhs
Out of which:
(i) Fresh Issue 26,00,000 Equity Shares aggregating to ₹ 6,448.00 Lakhs.
(ii) Offer for Sale (3) 6,29,200 Equity Shares aggregating to ₹1,560.42 Lakhs.
Out of which:
1,66,200 Equity Shares of face value of ₹10/- each fully-paid up for
Offer Reserved for the Market Maker
cash at a price of ₹248/- per Equity Share aggregating ₹412.18 Lakhs
30,63,000 Equity Shares of having face value of ₹10/- each fully paid-
Net Offer to the Public up for cash at a price of ₹248/- per Equity Share aggregating ₹ 7,596.24
Lakhs
Out of which*
Not more than 15,21,000 Equity Shares aggregating to ₹3,772.08
(A) QIB Portion (4)(6)
Lakhs.
Of which:
(1) Anchor Investor Portion(5) 9,11,400 Equity Shares aggregating to ₹ 2,260.27 Lakhs
(2) Net QIB Portion (Assuming Anchor Investor
6,09,600 Equity Shares aggregating to ₹ 1,511.81 Lakhs
Portion is fully subscribed)
Of which:
(1) Available for allocation to Mutual Funds
30,800 Equity Shares aggregating to ₹ 76.38 Lakhs
only (5% of the Net QIB Portion)
(2) Balance of QIB Portion for all QIBs
5,78,800 Equity Shares aggregating to ₹ 1,435.42 Lakhs
including Mutual Funds
(B) Non-Institutional Portion (4) Not less than 4,63,200 Equity Shares aggregating to ₹ 1,148.74 Lakhs
(C) Individual Investor Portion (4) Not less than 10,78,800 Equity Shares aggregating to ₹ 2,675.42 Lakhs
Pre and Post – Offer Equity Shares
Equity shares outstanding prior to the Offer 94,99,000 Equity Shares of face value of ₹10/- each fully paid-up
Equity shares outstanding after the Offer 1,20,99,000 Equity Shares of face value of ₹10/- each fully paid-up
Please refer to the chapter titled “Objects of the Offer” beginning on
Use of Net Proceeds
page 99 of this Prospectus
*Subject to finalization of the Basis of Allotment
Notes:
1. The Offer is being made in terms of Chapter IX of the SEBI ICDR Regulations, as amended from time to time. This
Offer is being made by our company in terms of Regulation of 229 (2) of SEBI ICDR Regulations and amendments
thereto read with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post – offer paid up equity share capital
of our company are being offered to the public for subscription.
2. The Offer including the Fresh Issue has been approved by our Board pursuant to the resolutions passed at its meetings
held on January 13, 2025 and by our Shareholders pursuant to a special resolution passed at their meetings held on
January 16, 2025.
3. Selling Shareholders have confirmed that the Offered Shares have been held by such Selling Shareholders for a period
of at least one year immediately preceding the date of this Prospectus and are accordingly eligible for being offered
for sale in the Offer in compliance with the SEBI ICDR Regulations and amendments thereto. Further, Selling
Shareholders have confirmed that their respective Offered Shares are compliant with Regulation 230(1) (f) and 230(1)
(g) of the SEBI ICDR Regulations 2018 read with SEBI ICDR (Amendment) Regulations, 2025.
71Selling Shareholders have consented to the inclusion of their respective portion of the Offered Shares in the Offer for
Sale as follows:
Name of the Selling Number of Equity Shares Date of consent letter to the transmittal
Shareholders Offered in the Offer for Sale letter to participate in the Offer for Sale
Mr. Ankit Shailesh Mehta 3,14,600 January 17, 2025
Ms. Parul Shailesh Mehta 3,14,600 January 17, 2025
4. The SEBI ICDR Regulation, 2018 read with SEBI ICDR (Amendment) Regulations, 2025, permits the offer of
securities to the public through the Book Building Process, which states that not less than 35% of the Net Offer shall
be available for allocation to Individual Investors who applies for minimum application size. Not less than 15% of the
Net Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than two lots and up to such lots
as equivalent to not more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for
allocation to Bidders with an application size of more than ₹ 10.00 Lakhs and under-subscription in either of these
two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-
Institutional Portion. Subject to the availability of shares in non-institutional investors’ category the, allotment to
each Non-Institutional Investors shall not be less than the minimum application size in Non-Institutional Category
and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the
conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations 2018 read with SEBI ICDR
(Amendment) Regulations, 2025. Not more than 50% of the Net Offer shall be allotted to QIBs, subject to valid Bids
being received at or above the Offer Price.
5. Our Company, in consultation with the Selling Shareholders and BRLM, allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will be
accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion
was made available for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at
or above the Anchor Investors Allocation Price. In case of under-subscription or non- Allotment in the Anchor Investor
Portion, the remaining Equity Shares will be added back to the Net QIB Portion. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB
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 Offer 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. For further information, see “Offer Procedure” on page 364.
6. Subject to valid Bids being received at or above the Offer Price, under subscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of
Bidders at the discretion of our Company and Selling Shareholders, in consultation with the Book Running Lead
Manager and the Designated Stock Exchange, subject to applicable laws. Undersubscription, if any, in the QIB
Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories
or a combination of categories
SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated
March 03, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to each Individual
Investors which shall not be less than minimum application size applied by such individual investors and Subject to the
availability of shares in non-institutional investors’ category, the allotment to Non- Institutional Investors shall be more than
two lots which shall not be less than the minimum application size in the Non-Institutional Category and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis. Further, SEBI through its circular
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has prescribed that all individual Investors applying in initial
public offerings opening on or after May 1, 2022, where the Bid amount is up to ₹ 5,00,000 shall use UPI. UPI Bidders using
the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for Bidding through 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.
72SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023.
The Restated Consolidated Financial Information referred to above are presented under “Financial Information” beginning
on page 265. The summary of financial information presented below should be read in conjunction with the “Restated
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 265 and 302, respectively.
(The remainder of this page is intentionally left blank)
73RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in Lakhs)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
I. EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share Capital 949.90 135.70 135.70
(b) Reserves and Surplus 4,378.67 2,765.77 1,313.95
Total 5,328.57 2,901.47 1,449.65
(2) Minority Interest (0.35) - -
(3) Non-current liabilities
(a) Long Term Borrowings 10.20 19.77 28.70
(b) Deferred Tax Liabilities (net) 8.95 6.33 2.49
(c) Long Term Provisions 5.94 3.83 1.90
Total 25.09 29.94 33.09
(4) Current liabilities
(a) Short-term Borrowings 1,692.62 1,234.98 1,104.52
(b) Trade Payables
- Due to Micro and Small Enterprises - - -
- Due to Other then Micro and Small Enterprises 1,046.97 953.85 1,037.14
(c) Other Current Liabilities 132.67 119.49 56.51
(d) Short-term Provisions 386.06 111.51 67.36
Total 3,258.32 2,419.83 2,265.53
Total Equity and Liabilities 8,611.62 5,351.23 3,748.26
II. ASSETS
(1) Non-current assets
(a) Property, Plant and Equipment and Intangible
assets
(i) Property, Plant and Equipment 867.46 532.21 554.89
(ii) Intangible Assets 1.22 - -
(iii) Capital work in progress 15.95 - -
(b) Other Non Current Asset 24.58 5.00 -
Total 909.21 537.21 554.89
(2) Current assets
(a) Inventories 2,249.35 779.83 772.24
(b) Trade Receivables 4,579.91 3,161.05 2,238.19
(c) Cash and cash equivalents 283.13 6.65 12.37
(d) Short-term loans and advances 545.56 866.49 170.56
(e) Other Current Assets 44.45 - -
Total 7,702.41 4,814.02 3,193.37
Total Assets 8,611.62 5,351.23 3,748.26
74RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(₹ in Lakhs)
Particulars For the year For the year For the year
ended ended March ended
March 31, 31, 2024 March 31, 2023
2025
Revenue from Operations 20,327.85 13,202.69 13,137.78
Other Income 217.78 80.08 30.84
Total Income 20,545.63 13,282.77 13,168.62
Expenses
Cost of Materials Consumed 748.58 10.39 -
Purchases of Stock in Trade 17,123.37 10,701.57 11,986.40
Changes in Inventories of Stock in Trade (1,469.53) (7.59) (582.68)
Employee Benefit Expenses 212.59 115.24 71.89
Finance Costs 181.88 134.44 58.65
Depreciation 53.05 41.45 25.45
Other Expenses 436.51 291.87 557.18
Total expenses 17,286.45 11,287.37 12,116.89
Restated Profit/(Loss) before Exceptional and 3,259.17 1,995.40 1,051.73
Extraordinary Item and Tax
Exceptional Item - - -
Restated Profit/(Loss) before Extraordinary Item and Tax 3,259.17 1,995.40 1,051.73
Extraordinary Item - - -
Restated Profit/(Loss) before Tax 3,259.17 1,995.40 1,051.73
Tax Expenses
- Current Tax 830.63 507.16 265.40
- Deferred Tax 2.62 3.84 1.89
- Excess/Short Provision Written back/off 0.18 32.57 18.42
Restated Profit/(Loss) after Tax 2,425.75 1,451.82 766.02
Restated Profit/(Loss) for the period (before Minority 2,425.75 1,451.82 766.02
interest adjustment)
Less: Minority interest in Profit/(Loss) (1.35) - -
Restated Profit/(Loss) for the period (after Minority 2,427.10 1,451.82 766.02
interest adjustment)
Earnings Per Share (Face Value per Share Rs.10 each)
-Basic (In Rs) 25.54 15.28 8.06
-Diluted (In Rs) 25.54 15.28 8.06
75RESTATED CONSOLIDATED CASH FLOW STATEMENT
(₹ in Lakhs)
Particulars For the year For the year For the year ended
ended March 31, ended March 31, 2023
2025 March 31,
2024
CASH FLOW FROM OPERATING ACTIVITIES
Restated Profit/(Loss) before Tax 3,259.17 1,995.40 1,051.73
Adjustments for:
Depreciation 53.05 41.45 25.45
Provision for Employee Benefits 2.21 2.03 1.16
Minority Interest 1.35 - -
Interest Paid 143.11 106.16 34.36
Operating Profit before working capital changes 3,458.89 2,145.03 1,112.69
Adustment for:
(Increase)/Decrease in Inventories (1,469.53) (7.59) (582.68)
(Increase)/Decrease in Trade Receivables (1,418.86) (922.86) (320.52)
(Increase)/Decrease in Loans and Advances 320.93 (695.93) 122.31
(Increase)/Decrease in Other Current Assets (44.45) - -
(Increase)/Decrease in Other Non current Assets - (5.00) -
Increase/(Decrease) in Trade Payables 93.12 (83.29) 208.16
Increase/(Decrease) in Other Current Liabilities 13.19 62.98 (173.56)
Increase/(Decrease) in Short-term Provisions 54.37 1.70 4.53
Cash (Used in)/Generated from Operations 1,007.66 495.04 370.93
Tax paid(Net) (610.72) (497.38) (365.03)
Net Cash (Used in)/Generated from Operating Activities 396.95 (2.34) 5.90
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (405.48) (18.77) (526.35)
Purchase of Fixed Deposit (19.58) - -
Net Cash (Used in)/Generated from Investing Activities (425.06) (18.77) (526.35)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of Share Capital - - -
Proceeds from Long Term Borrowings - - -
Repayment of Long Term Borrowings (9.57) (8.93) (8.35)
Proceeds/(Repayment) of Short Term Borrowings (Net) 457.64 130.47 575.48
Minority Interest Movement (0.35) - -
Interest Paid (143.11) (106.16) (34.36)
Net Cash (Used in)/Generated from Financing Activities 304.61 15.38 532.78
Net Increase/(Decrease) in Cash and Cash Equivalents 276.49 (5.72) 12.33
Opening Balance of Cash and Cash Equivalents 6.65 12.37 0.05
Closing Balance of Cash and Cash Equivalents 283.13 6.65 12.37
76GENERAL INFORMATION
REGISTERED OFFICE OF OUR COMPANY
Chemkart India Limited
Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,
TPS III, Santacruz (East), Mumbai - 400055, Maharashtra, India.
Tel No: +91 9136383828
Email: investors@chemkart.com
Website: https://chemkart.com/
Corporate Identification Number: U51220MH2020PLC338631
Registration Number: 338631
For further details and details of changes in the registered office of our company, please refer to the chapter titled “History
and Certain Corporate Matters” beginning on page 233 of this Prospectus.
REGISTRAR OF COMPANIES
Registrar of Companies, Mumbai
Ministry of Corporate Affairs, 100, Everest,
Marine Drive, Mumbai – 400 002, Maharashtra, India
Tel No: 022 – 2281 2627
Fax: 022 - 2281 1977
Email: roc.mumbai@mca.gov.in
Website: www.mca.gov.in
BOARD OF DIRECTORS
As on the date of this Prospectus, the Board of Directors of our Company comprises of the following:
Name Designation DIN Residential Address
Mr. Ankit Shailesh Mehta Chairman and Managing 06792217 A/1001 Nandadevi CHS, CTS No 106,
Director Prabhat Colony, Road No 8, Near Bhoomi
Tower, Santacruz East, Mumbai Suburban
Maharashtra – 400 055, India.
Ms. Parul Shailesh Mehta Executive Director 08718563 A/1001 Nandadevi CHS, CTS 106, Prabhat
Colony, Road No 8, Near Bhoomi Tower,
Santacruz East, Mumbai Suburban
Maharashtra – 400 055, India.
Mr. Shailesh Vinodrai Executive Director 10563871 A/1001 Nandadevi CHS, 10thFloor, CTS
Mehta No 106, Prabhat Colony, Road No.8, Nr.
Yatri Hotel, Santacruz East, Mumbai,
Maharashtra – 400055, India.
Mr. Rajesh Kalro Non-Executive 05288562 B-1803, Fountain Height, Lokhandwala
Independent Director Complex, Akurli Road, Opp Mahindra
Gate No. 4, Kandivali East, Mumbai – 400
101, Maharashtra, India.
Mr. Anirudh Ruia Non-Executive 10421244 Ruia House, 75 Juhu Lane, Andheri West,
Independent Director Mumbai, Maharashtra – 400058, India.
Mr. Abhishek Kamdar Non-Executive 06422005 29/5 Swadhin Sadan 50, C Road Near
Independent Director Wankhede Stadium, Churchgate, Mumbai
– 400020, Maharashtra, India.
For detailed profile of our Board of Directors, please see chapter titled “Our Management” beginning on page 240 of this
Prospectus.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Ms. Ramdulari Saini, is our Company Secretary and Compliance Officer. Her contact details are as follows:
Ms. Ramdulari Saini
77Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,
TPS III, Santacruz (East), Mumbai - 400055, Maharashtra, India.
Tel No: +91 9136383828
Email: investors@chemkart.com
Website: https://chemkart.com/
Investor grievances:
Bidders may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-Offer
or post-Offer related grievances including non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the
respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer
related queries and for redressal of complaints, investors may also write to the BRLM.
All offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy
to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details
such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI 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 Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was
submitted. Further, the Bidder shall enclose a copy of the Acknowledgment Slip or provide the application number received
from the Designated Intermediary(ies) in addition to the documents or information mentioned hereinabove. All grievances
relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar
to the Offer.
All offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such
as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor
Application Form was submitted by the Anchor Investor.
CHIEF FINANCIAL OFFICER
Mr. Basavaraj Shankar Dalawai
Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,
TPS III, Santacruz (East), Mumbai - 400055, Maharashtra, India.
Tel No: +91 9136383828
Email: investors@chemkart.com
Website: https://chemkart.com/
BOOK RUNNING LEAD MANAGER
Smart Horizon Capital Advisors Private Limited
(Formerly Known as Shreni Capital Advisors Private Limited)
B/908, Western Edge II, Kanakia Space,
Behind Metro Mall, Off Western Express Highway,
Magathane, Borivali East, Mumbai - 400066, Maharashtra, India.
Tel No: 022 - 28706822
Investor Grievance E-mail: investor@shcapl.com
Email: director@shcapl.com
Website: www.shcapl.com
Contact Person: Mr. Parth Shah
SEBI Registration No.: INM000013183
REGISTRAR TO THE OFFER
Bigshare Services Private Limited
S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Road, Next to Ahura Centre,
Andheri East, Mumbai – 400093, Maharashtra, India.
Tel: : +91 22 6263 8200
Email: ipo@bigshareonline.com
78Investor Grievance ID: investor@bigshareonline.com
Website: www.bigshareonline.com
Contact person: Mr. Sagar Pathare
SEBI registration number: INR000001385
LEGAL ADVISOR TO THE OFFER
Asha Agarwal & Associates
118, Shila Vihar, Gokulpura,
Kalwar Road, Jhotwara,
Jaipur – 302 012, Rajasthan, India
Tel No: +91 99509 33137
Email: ashaagarwalassociates@gmail.com
Contact Person: Ms. Asha Agarwal
License: 75654/R/38/2016
STATUTORY AUDITORS OF OUR COMPANY
M/s. Mehta & Associates, Chartered Accountants
301 A, Rahul Apartment, S.V. Road, Andheri (W),
Mumbai 400058, Maharashtra, India
Tel No.: +91 9029227337
Email: Abhi.mehta@line.com
Contact Person: Abhishek Mehta
Membership No.: 165275
Firm Registration No.: 148089W
PEER REVIEWED AUDITORS OF OUR COMPANY
M/s. Bagaria & Co LLP, Chartered Accountants,
701 Stanford, Junction of S V Road & C D Burfiwala Marg,
Andheri West, Mumbai, Maharashtra 400058, India.
Tel No.: +91 9930960286
Email: mohak@bagariaco.com
Contact Person: Mohak Goel
Membership No.: 159883
Firm Registration No.: 113447W/W-100019
Peer Review Registration No.: 014670
BANKERS TO OUR COMPANY
ICICI Bank Limited
Capital Market Division, 5th Floor, HT Parekh Marg
Churchgate, Mumbai 400020, Maharashtra, India
Tel No: 022-68052182
Email: ipocmg@icicibank.com
Website: www.icicibank.com
Contact Person: Mr. Varun Badai
SEBI Registration No.: INBI00000004
BANKERS TO THE OFFER / ESCROW COLLECTION BANK, REFUND BANK AND PUBLIC OFFER BANK
ICICI Bank Limited
Capital Market Division, 163, 5th Floor,
HT Parekh Marg, Backbay Reclamation
Churchgate, Mumbai 400020, Maharashtra, India
Tel No: 022-68052182
Email: ipocmg@icicibank.com
Website: www.icicibank.com
Contact Person: Mr. Varun Badai
SEBI Registration No.: INBI00000004
79SHARE ESCROW AGENT
Bigshare Services Private Limited
S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Road, Next to Ahura Centre,
Andheri East, Mumbai – 400093, Maharashtra, India.
Tel: : +91 22 6263 8200
Email: ipo@bigshareonline.com
Website: www.bigshareonline.com
Contact person: Mr. Babu Rapheal C.
SEBI registration number: INR000001385
SYNDICATE MEMBER
Shreni Shares Limited(Formerly known as Shreni Shares Private Limited)
Office no. 217, Hive 67 Icon, Poisar Gymkhana Road,
Lokmanya Tilak Nagar, Poisar, Near Raghuleela Mall,
Kandivali West, Mumbai-400067, Maharashtra, India
Tel No: +91-22-20897022
Email: Shrenisharespvtltd@yahoo.in
Website: www.shreni.in
Contact Person: Mr. Hitesh Punjani
SEBI Registration No.: INZ000268538
MONITORING AGENCY
Brickwork Ratings India Private Limited
A-30, 5th Floor, 5A, Technopolis Knowledge Park
Mahakali Caves Road, NR Udyog Bhavan Chakala
Andheri (E), Mumbai 400093, Maharashtra, India
Tel No: 08040409940/40409999
Email: jatin.v@brickworkratings.com/ ritaban.b@brickworkratings.com
Website: www.brickworkratings.com
Contact Person: Mr. Jatin Vyas/ Mr. Rituban Basu
CIN: U67190KA2007PTC043591
INTER-SE ALLOCATION OF RESPONSIBILITIES OF THE BOOK RUNNING LEAD MANAGER
Smart Horizon Capital Advisors Private Limited is the sole Book Running Lead Manager to this Offer and all the
responsibilities relating to co-ordination and other activities in relation to the Offer shall be performed by them and hence a
statement of inter-se allocation of responsibilities is not required.
SELF-CERTIFIED SYNDICATE BANKS
The list of SCSBs notified by SEBI, for the ASBA process is available at (i) in relation to ASBA, where the Bid Amount
will be blocked by authorising an SCSB, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes updated from time to time or at such other
websites as may be prescribed by SEBI from time to time, (ii) A list of the Designated SCSB Branches with which an ASBA
Bidder (other than a UPI Bidder using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through
Registered Broker, RTA or CDP may submit the Bid cum Application Forms, 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.
SCSBS AND MOBILE APPLICATIONS ENABLED FOR UPI MECHANISM
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 read with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45
dated April 5, 2022, read with other applicable UPI Circulars, UPI Bidders, bidding using the UPI Mechanism may only
apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
80(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from time to
time.
SYNDICATE SCSB BRANCHES
In relation to Bids (other than Bids by Anchor Investors and IIs) 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
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time or any such
other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website as may be
prescribed by SEBI from time to time.
REGISTERED BROKERS
Bidders can submit ASBA Forms in the Offer using the stock broker network of the stock exchange, i.e. through the
Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com, as
updated from time to time.
REGISTRAR AND SHARE TRANSFER AGENTS
The list of the RTAs eligible to accept ASBA Forms 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
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx, respectively, as updated from time to time.
COLLECTING DEPOSITORY PARTICIPANTS
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as their name
and contact details, is provided on the websites of the Stock Exchange at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx, respectively, as updated from time to time.
CREDIT RATING
This being an offer of Equity Shares, credit rating is not required.
IPO GRADING
Since the offer is being made in terms of Chapter IX of the SEBI ICDR Regulations and amendments thereto , there is no
requirement of appointing an IPO Grading agency.
DEBENTURE TRUSTEES
Since this is not a debenture issue, appointment of debenture trustee is not required.
MONITORING AGENCY
Our Company has appointed Brickwork Ratings India Private Limited as a monitoring agency in accordance with Regulation
262 of SEBI ICDR Regulations and amendments thereto, for monitoring of the utilization of the proceeds from the Fresh
Issue. For details in relation to the proposed utilization of the proceeds from the Fresh Issue, please see “Objects of the Offer”
on page 99 of this Prospectus.
APPRAISING ENTITY
No appraising entity has been appointed in respect of any objects of this offer.
GREEN SHOE OPTION
No green shoe option is contemplated under the offer.
81CHANGES IN AUDITORS
There has been no change in the auditors of our Company during the three years preceding the date of this Prospectus.
EXPERTS TO THE OFFER
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated January 23, 2025, from Peer Reviewed Auditor namely, M/s. Bagaria &
Co LLP, Chartered Accountants, to include their name in respect of the reports on the Restated Financial Information dated
June 20, 2025 and the Statement of Possible Tax Benefits dated June 20, 2025 issued by them and included in this Prospectus,
as required under section 26(1)(a)(v) of the Companies Act, 2013 and as “Expert” as defined under section 2(38) of the
Companies Act, 2013 and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Further, our Company has received written consent dated January 17, 2025, from M/s. SRJ Certification Services Private
Limited, Independent Chartered Engineer, to include their name as required under Section 26 (5) of the Companies Act read
with SEBI ICDR Regulations, in this Prospectus and as an “expert”, as defined under Section 2(38) of the Companies Act,
2013 to the extent and in their capacity as an Independent Chartered Engineer, in relation to the certification required for
capacity utilization report dated April 23, 2025, certifying, inter alia, installed and actual capacity and list of plant and
machinery. Also, in relation to the project report obtained on July 04, 2025, with respect to the setting up of manufacturing
unit by the wholly-owned subsidiary Company named ERMPL and providing details of quotations and necessary approvals
as required for the proposed unit.
Further, Our Company has also received written consent dated March 07, 2025 from the Practicing Company Secretary,
namely M/s. Nirmal Tiwari & Associates, Practicing Company Secretary, to include their name in this Prospectus, as an
“expert” as defined under section 2(38) and section 26(5) of the Companies Act, 2013 to the extent and in his capacity as a
practicing company secretary in respect of their certificate dated March 07, 2025 for the ROC Search obtained from
MCA and providing the list of delays/ non-filing/ non-compliance of the forms filed with ROC as applicable to us and such
consent has not been withdrawn as on the date of this Prospectus.
FILING OF THE DRAFT RED HERRING PROSPECTUS, RED HERRING PROSPECTUS, PROSPECTUS AND
PUBLIC ANNOUNCEMENT OF DRAFT RED HERRING PROSPECTUS
The Draft Red Herring Prospectus has been filed on BSE SME platform situated at 25th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai - 400 001, Maharashtra, India.
The Draft Red Herring Prospectus filed with BSE was made public for comments, for a period of twenty-one days from the
date of filing the Draft Red Herring Prospectus, by hosting it on our Company’s website https://chemkart.com/, BSE SME’s
website https://www.bseindia.com and Book Running Lead Manager’s website www.shcapl.com.
Our Company had, within two working days of filing the Draft Red Herring Prospectus with BSE SME Exchange, made a
public announcement in all editions of Financial Express (a widely circulated English national daily newspaper), and all
editions of Janasatta (a widely circulated Hindi national daily newspaper) and all editions of the Pratahakal, a Marathi daily
newspaper (Marathi being the regional language of Maharashtra, where our Registered Office is located), disclosing the fact
of filing of the Draft Red Herring Prospectus with BSE SME and inviting the public to provide their comments to the BSE
SME Exchange, our Company or the Book Running Lead Manager in respect of the disclosures made in the Draft Red
Herring Prospectus.
The Draft Red Herring Prospectus was not filed with SEBI, nor SEBI issued 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 and
amendments thereto and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of
Red Herring Prospectus has been filed and a copy of Prospectus will be filed online through SEBI Intermediary Portal at
https://siportal.sebi.gov.in.
A copy of the Red Herring Prospectus along with the material contracts and documents required to be filed under Section 26
& 32 of the Companies Act, 2013 was filed to the Registrar of Companies, Mumbai through the electronic portal at
http://www.mca.gov.in , at least (3) three working days prior from the date of opening of the Issue.
TYPE OF OFFER
82The present offer is considered to be 100% Book-Building offer.
BOOK BUILDING PROCESS
Book building, in the context of the offer, refers to the process of collection of Bids from bidders on the basis of the
Prospectus, the Bid Cum Application Forms and the Revision Forms, if any, within the Pre Offer and Price Band and the
minimum Bid Lot, which will be decided by our company and selling shareholders in consultation with the Book Running
Lead Manager, and will be advertised in Financial Express, all editions of English national daily newspaper, Janasatta, all
editions of Hindi national daily newspaper, Pratahakal all editions of the 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/Offer Opening Date and shall be made available to the Stock Exchange for the purpose of uploading on their
respective website. The offer price shall be determined by our company and selling shareholders in consultation with the
Book Running Lead Manager, after the Bid/Offer Closing Date. For details, see “Offer Procedure” beginning on page 364
of this Prospectus.
All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA process by
providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the
SCSBs. In addition to this, the Individual Investors may participate through the ASBA process by either (a) providing
the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs;
or (b) through the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹ 5.00 Lakhs shall
use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with
Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer
Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA process. Pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public
offerings whose application sizes are up to ₹ 5.00 Lakhs shall use the UPI Mechanism.
In terms of the SEBI ICDR Regulations and amendments thereto, QIBs and Non-Institutional Bidders are not
permitted to withdraw their Bid(s)or lower the size of their Bid(s) (in terms of the number of Equity Shares or the
Bid Amount) at any stage. Individual Investors can revise their Bids during the Bid / Offer Period and withdraw their
Bids until the Bid / Offer Closing Date. Further, Anchor Investors in the Anchor Investor Portion cannot withdraw
their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a
proportionate basis while allocation to Anchor Investors will be on a discretionary basis. Additionally, Subject to the
availability of Equity Shares in the Non – Institutional investors category, allotment to each Non- Institutional Bidder
shall not be less than the minimum application size, and the remaining Equity Shares, if any, shall be allotted on a
proportionate basis.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and the
terms of the Offer.
For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” beginning on pages 349, 359 and 364
of this Prospectus, respectively.
The process of Book Building under the SEBI ICDR Regulations and amendments thereto and the Bidding Process
are subject to change from time to time and the investors are advised to make their own judgment about investment
through this process prior to submitting a Bid in the Offer.
Bidders should note that, the Offer is also subject to obtaining:
a) The final approval of the RoC after the Prospectus is filed with the RoC; and
b) Final listing and trading approvals of the Stock Exchange, which our Company shall apply for after Allotment.
UNDERWRITING AGREEMENT
This offer is 100% Underwritten by Smart Horizon Capital Advisors Private Limited in the capacity of underwriter to the
offer. The underwriting agreement is dated April 09, 2025 and addendum to Underwriting Agreement dated June 20, 2025.
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 issued through this offer:
(₹ in Lakhs)
83No. of Equity Shares Amount % of total Offer
Details of the Underwriter
Underwritten* Underwritten size underwritten
Smart Horizon Capital Advisors Private Limited
B/908, Western Edge II, Kanakia Space,
Behind Metro Mall, Off Western Express Highway,
Magathane, Borivali East, Mumbai - 400066,
Maharashtra, India.
Tel No: 022 - 28706822 32,29,200* 8,008.42 100.00%
Investor Grievance E-mail: investor@shcapl.com
Email: director@shcapl.com
Website: www.shcapl.com
Contact Person: Mr. Parth Shah
SEBI Registration No.: INM000013183
*Includes 1,66,200 Equity Shares 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 accordance with Regulation 260(2) of the SEBI ICDR Regulations and amendments thereto, this Offer has been 100%
underwritten and shall not restrict to the minimum subscription level. Our Company shall ensure that the Book Running
Lead Manager to the Offer have underwritten at least 15% of the total Offer Size. In the opinion of the Board of our Directors
of our company, the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full.
In the opinion of the Board of Directors of our Company, the resources of the above-mentioned Underwriter are sufficient
to enable them to discharge their respective obligations in full.
MARKET MAKER
Alacrity Securities Limited
101, Hari Darshan, B-Wing,
Bhogilal Fadia Road, Kandivali West,
Mumbai, Maharashtra, India 400067
Tel No: +91 9594499983
Email: alacritysec@gmail.com
Contact Person: Mr. Kishore V Shah
SEBI Registration No.: INZ000215936
CIN: L99999MH1994PLC083912
Market Maker Registration (SME Segment of BSE): SMEMM0636128082014
DETAILS OF THE MARKET MAKING AGREEMENT
In accordance with Regulation 261 of the SEBI ICDR Regulations and amendments thereto, we shall enter into an agreement
with the Book Running Lead Manager and the Market Maker (duly registered with BSE to fulfil the obligations of Market
Making) dated June 20, 2025 to ensure compulsory Market Making for a minimum period of three years from the date of
listing of equity shares offered in this offer.
Alacrity Securities Limited registered with SME Platform of BSE “BSE SME” will act as the Market Maker and has agreed
to receive or deliver of the specified securities in the market making process for a period of three years from the date of
listing of our Equity Shares or for a period as may be notified by any amendment to SEBI ICDR Regulations.
The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI ICDR Regulations, as
amended from time to time and the circulars issued by BSE and SEBI in this matter from time to time.
Following is a summary of the key details pertaining to the Market Making arrangement:
1. The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The
same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each
and every black out period when the quotes are not being offered by the Market Maker(s).
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 the BSE Limited (SME platform of BSE) and SEBI from time to time.
843. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the SME platform of BSE
(in this case currently the minimum trading lot size is 600 equity shares; however, the same may be changed by the SME
Platform of BSE from time to time).
4. After a period of three (3) months from the market making period, the Market Maker would be exempted to provide quote
if the Shares of Market Maker in our company reaches to 25% of Offer Size. Any Equity Shares allotted to Market Maker
under this Offer over and above 25% of Offer Size would not be taken in to consideration of computing the threshold of 25%
of Offer Size. As soon as the Shares of Market Maker in our Company reduces to 24% of Offer Size, the Market Maker will
resume providing 2-way quotes.
5. 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.
6. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by
him.
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.
9. The Market 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 Market Maker(s) shall have the right to terminate said arrangement by giving a six months’ notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s) and
execute a fresh arrangement. In case of termination of the above-mentioned Market Making agreement prior to the
completion of the compulsory Market Making period, it shall be the responsibility of the BRLM to arrange for another
Market Maker in replacement during the term of the notice period being served by the Market Maker but prior to the date of
releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of regulation 261
of the SEBI (ICDR) Regulations, 2018, as amended. Further our Company and the BRLM reserve the right to appoint other
Market Makers either as a replacement of the current Market Maker or as an additional Market Maker subject to the total
number of Designated Market Makers does not exceed five or as specified by the relevant laws and regulations applicable at
that particular point of time. The Market Making Agreement is available for inspection at our office from 10.00 a.m. to 5.00
p.m. on working days.
12. Risk containment measures and monitoring for Market Makers: BSE SME Exchange will have all margins which are
applicable on the BSE 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.
13. Punitive Action in case of default by Market Makers: The Exchange 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. 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.
14. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid
down that for offer size up to ₹250 Crores, the applicable price bands for the first day shall be:
• 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.
85• 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.
The following spread will be applicable on the BSE SME Exchange/ Platform.
Sr. No. Market Price Slab (in ₹) Proposed spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 7
4. Above 100 6
15. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for Market
Maker during market making process has been made applicable, based on the offer size and as follows:
Offer Size Buy quote exemption threshold Re-Entry threshold for buy quote
(Including mandatory initial inventory of (Including mandatory initial inventory of
5% of the Issue Size) 5% of the 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%
16. 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.
17. 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.
86CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of this Prospectus and after giving effect to this offer, is set forth
below:
(₹ in lakhs except share data)
Sr. Aggregate Value Aggregate Value at
Particulars
No. at Face Value Offer Price
A. Authorized Share Capital
Equity Shares comprising:
2,50,00,000 Equity Shares of face value of ₹10/- each 2,500.00 -
Total 2,500.00 -
B. Issued, Subscribed and Paid-Up Equity Capital before the Offer
Equity Shares comprising:
94,99,000 Equity Shares of face value of ₹10/- each 949.90 -
Total 949.90 -
C. Present Offer in Terms of this Prospectus (a)
Offer of 32,29,200 Equity Shares of face value of ₹10/- each
322.92 8,008.42
aggregating to ₹ 8,008.42 Lakhs
of which
Fresh Issue of 26,00,000 Equity Shares of face value of ₹10/- each
260.00 6,448.00
aggregating to ₹ 6,448.00 Lakhs
Offer for Sale of 6,29,200 Equity Shares of face value of ₹10/- each
62.92 1,560.42
aggregating to ₹ 1,560.42 Lakhs(b)
Which Includes:
1,66,200 Equity Shares of face value of ₹10/- each at a price of ₹ 16.62 412.18
248/- per Equity Share reserved as Market Maker Portion
Net offer to Public of to 30,63,000 Equity Shares of ₹10/- each at a 306.30 7,596.24
price of ₹ 248/- per Equity Share to the Public
Of Which
At least10,78,800 Equity Shares aggregating to ₹ 2,675.42 Lakhs will 107.88 2,675.42
be available for allocation to Individual Investors
At least 4,63,200 Equity Shares aggregating to ₹ 1,148.74 Lakhs will 46.32 1,148.74
be available for allocation to Non-Institutional Investors
Not more than15,21,000 Equity Shares aggregating to ₹ 3,772.08 152.10 3,772.08
Lakhs will be available for allocation to Qualified Institutional
Buyers, five per cent. Of which shall be allocated to mutual funds
D. Issued, Subscribed and Paid-Up Capital After the Offer*
1,20,99,000 Equity Shares of face value of ₹10/- each 1,209.90 -
E. Securities Premium Account
Before the Offer# Nil
After the Offer 6,188.00
# Securities Premium before the Offer as on March 31, 2025
a) The Offer has been authorized by the Board of Directors vide a resolution passed at its meeting held on January 13,
2025 and by the Shareholders of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the
Companies Act, 2013 at the Extra-Ordinary General Meeting held on January 16, 2025.
b) The Equity Shares being offered by the Selling Shareholders have been held for a period of at least one year
immediately preceding the date of this Prospectus and are eligible for being offered for sale pursuant to the Offer in
terms of the SEBI ICDR Regulations. For details on Consent of the Selling Shareholders in relation to their portion of
Offered Shares, please refer to the chapters titled “The Offer” and “Other Regulatory and Statutory Disclosures” on
87pages 71 and 335 respectively.
CLASS OF SHARES
As on the date of this 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
Prospectus.
NOTES TO THE CAPITAL STRUCTURE
1. Changes in the authorised share capital of our Company:
Since incorporation, the authorized share capital of our Company has been altered in the following manner:
Sr. Particulars Cumulative No. Face Cumulative Date of Meeting Whether
No. of Equity Value of Authorized AGM/
Shares Equity Share Capital (₹ EGM
Share in lakhs)
1. On incorporation 50,000 10/- 5.00 On incorporation N.A.
2. Increased from ₹5.00 15,00,000 10/- 150.00 February 25, 2022 EGM
Lakhs to ₹150.00
Lakhs
3. Increased from 2,50,00,000 10/- 2,500.00 March 04, 2024 EGM
₹150.00 Lakhs to
₹2,500.00 Lakhs
2. Equity Share Capital History of our Company:
The following table sets forth details of the history of the Equity Share capital of our Company:
Date of No. of Face Issue Nature of Nature of Cumulative Cumulative
Allotment Equity Value Price Consideration Allotment No. Paid-Up
Shares (₹) (₹) of Equity Equity Share
allotted Shares Capital (₹)
Upon 10,000 10/- 10/- Cash Subscription to 10,000 1,00,000
Incorporation MOA(i)
March 28, 13,47,000 10/- 10/- Cash Rights Issue (ii) 13,57,000 1,35,70,000
2022
December 81,42,000 10/- Nil Other than Bonus Issue (iii) 94,99,000 9,49,90,000
27, 2024 Cash
(i) Initial Subscribers to the Memorandum of Association of our company:
Sr. No Name No of Equity Shares
1. Mr. Ankit Shailesh Mehta 5,000
2. Ms. Parul Shailesh Mehta 5,000
Total 10,000
(ii) Rights Issue of 13,47,000 Equity Shares of face value of ₹10/- each at a price of ₹10/- each. The details of Equity Shares
Offered, Received, Renounced and Subscribed by the Existing shareholders is as under:
Sr. Name Equity Shares Equity Shares Net Balance of Equity Shares Lapse of
No Offered Received Equity Shares Subscribed/Received Equity Shares
/(Renounced) by Renunciation
1. Mr. Ankit 6,73,500 - 6,73,500 6,73,500 -
Shailesh
Mehta
88Sr. Name Equity Shares Equity Shares Net Balance of Equity Shares Lapse of
No Offered Received Equity Shares Subscribed/Received Equity Shares
/(Renounced) by Renunciation
2. Ms. Parul 6,73,500 - 6,73,500 6,73,500 -
Shailesh
Mehta
Total 13,47,000 - 13,47,000 13,47,000 -
(iii) Bonus Issue of 81,42,000 Equity Shares of face value of Rs. 10/- each in the ratio of 6:1 i.e., 6 Bonus Equity Shares for each
Equity Shares held:
Sr. No Name No. of Equity Shares
1. Mr. Ankit Shailesh Mehta 40,70,970
2. Ms. Parul Shailesh Mehta 40,71,000
3. Mr. Shailesh Vinodrai Mehta 06
4. Ms. Jaini Shailesh Mehta 06
5. Mr. Mikit Bharat Bhayani 06
6. Ms. Bhavna Bharat Bhayani 06
7. Mr. Bharat Dhirajlal Bhayani 06
Total 81,42,000
3. Except as disclosed below, we have not issued any Equity Shares for consideration other than cash, at any point of time since
Incorporation:
Date of Date of No. of Face Issue Reasons Benefits Allottees No. of
Issuance Allotment Equity Value Price of accrued to Shares
Shares (₹) (₹) Allotment company Allotted
Board December 81,42,000 10/- Nil Bonus Capitalization Mr. Ankit 40,70,970
Resolution 27, 2024 Issue of Surplus Shailesh Mehta
dated: Ms. Parul 40,71,000
December Shailesh Mehta
18, 2024
Mr. Shailesh 06
Vinodrai Mehta
Shareholder’s
Ms. Jaini 06
Resolution
Shailesh Mehta
dated:
Mr. Mikit Bharat 06
December
Bhayani
25, 2024
Ms. Bhavna 06
Bharat Bhayani
Mr. Bharat 06
Dhirajlal
Bhayani
4. No equity shares have been allotted in terms of any scheme approved under sections 391-394 of the Companies Act, 1956
and sections 230-234 of the Companies Act, 2013.
5. Our Company has not issued any shares pursuant to an Employee Stock Option Scheme/ Employee Stock Purchase Scheme/
stock appreciation rights Scheme for our employees.
6. We have not re-valued our assets since inception and have not issued any equity shares (including bonus shares) by
capitalizing any revaluation reserves.
7. Except as disclosed below, we have not issued any Equity Shares at price below Offer price within last one year from the
date of this Prospectus:
89Date of No. of Face Offer Reasons Benefits Allottees No. of
Allotment Equity Value Price of accrued to Shares
Shares (₹) (₹) Allotment company Allotted
December 81,42,000 10/- Nil Bonus Capitalization Mr. Ankit Shailesh Mehta 40,70,970
27, 2024 Issue of Surplus Ms. Parul Shailesh Mehta 40,71,000
Mr. Shailesh Vinodrai Mehta 06
Ms. Jaini Shailesh Mehta 06
Mr. Mikit Bharat Bhayani 06
Ms. Bhavna Bharat Bhayani 06
Mr. Bharat Dhirajlal Bhayani 06
8. Shareholding Pattern of our Company
The table below presents the current shareholding pattern of our Company as on the date of this Red Herring Prospectus:
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o) a N( s e r a h s n i d e k c o L f o r e b) mI I uX N( d le h s e r a h S la t o t f o % a s A) b
(
o) a N( r o d e g d e lp s e r a h S f o r e b m u N d e r e b m u c n e e s iw) rI eI I hX t o( d le h s e r a h S la t o t f o % a s A) b
(
f d e z ila ir e t a m e d n i d le h s e r a h s y tiu q e f o r e* b)V m mI uX r No(
oyee
Trusts
7 94,99 - - 94,99 100.0 94,99 - 94,99 100.0 - 100.0 88,69 100.0 - - 94,99
Total
,000 ,000 0 ,000 ,000 0 0 ,800 0% ,000
9. Set forth below is a list of Public Shareholders of our Company as on the date of this Prospectus:
Sr. Name of the Shareholder Number of Percentage of the pre - offer
No. Equity shares Equity Share Capital (%)
1. Mr. Mikit Bharat Bhayani 7 Negligible
2. Mr. Bharat Dhirajlal Bhayani 7 Negligible
Total 14 Negligible
10. Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as on the date of
this Prospectus:
Sr. Name of the Shareholder Number of Percentage of the pre - offer
No. Equity shares Equity Share Capital (%)
1. Mr. Ankit Shailesh Mehta 47,49,465 50.00%
2. Ms. Parul Shailesh Mehta 47,49,500 50.00%
Total 94,98,965 100.00%
11. List of Shareholders holding 1% or more of the paid-up Share Capital of our Company two years prior to this Prospectus:
Sr. Name of the Shareholder Number of Percentage of the pre - offer
No. Equity shares Equity Share Capital (%)
1. Mr. Ankit Shailesh Mehta 6,78,500 50.00%
2. Ms. Parul Shailesh Mehta 6,78,500 50.00%
Total 13,57,000 100.00%
12. List of Shareholders holding 1% or more of the paid-up Share Capital of our Company as of one year prior to the date of this
Prospectus:
Sr. Name of the Shareholder Number of Percentage of the pre - offer
No. Equity shares Equity Share Capital (%)
1. Mr. Ankit Shailesh Mehta 6,78,500 50.00%
91Sr. Name of the Shareholder Number of Percentage of the pre - offer
No. Equity shares Equity Share Capital (%)
2. Ms. Parul Shailesh Mehta 6,78,500 50.00%
Total 13,57,000 100.00%
13. Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as of 10 days prior
to the date of this Prospectus:
Sr. Name of the Shareholder Number of Percentage of the pre - offer
No. Equity shares Equity Share Capital (%)
1. Mr. Ankit Shailesh Mehta 47,49,465 50.00%
2. Ms. Parul Shailesh Mehta 47,49,500 50.00%
Total 94,98,965 100.00%
14. Our Company has not made any Initial Public Offer of specified securities in the preceding two years from the date of filing
of this Prospectus.
15. 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 Prospectus until the Equity Shares of our Company
have been listed or application money unblocked on account of failure of offer. Further, our Company does not intend to
alter its capital structure within six months from the date of opening of the issue, by way of split / consolidation of the
denomination of Equity Shares. However, our Company may further issue Equity shares (including issue of securities
convertible into Equity Shares) whether preferential or otherwise after the date of the listing of equity shares to finance an
acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement or any other purpose
as the Board of Directors may deem fit, if an opportunity of such nature is determined by the Board of Directors to be in the
interest of our Company.
16. Shareholding of our Promoters:
As on the date of this Prospectus, our Promoters hold 94,98,965 Equity Shares, representing 100.00% of the pre-offer,
subscribed and paid-up Equity Share capital of our Company.
Build-up of the shareholding of our Promoters in our Company since incorporation:
Date of Nature of Issue Nature of No. of FV Issue Price % of Pre - % of Post
Allotment / / Transaction Consideration Equity (₹) /Acquisition Offer Equity Offer Equity
Transfer Shares / Transfer Share Capital Share
Price (₹) Capital
(A) Mr. Ankit Shailesh Mehta
On Subscription to Cash 5,000 10/- 10/- 0.05% 0.04%
Incorporation MOA
March 28, Rights Issue Cash 6,73,500 10/- 10/- 7.09% 5.57%
2022
August 16, Transfer of Cash (1) 10/- 10/- Negligible Negligible
2024 Shares to Mr.
Shailesh
Vinodrai Mehta
Transfer of Cash (1) 10/- 10/- Negligible Negligible
Shares to Ms.
Jaini Shailesh
Mehta
Transfer of Cash (1) 10/- 10/- Negligible Negligible
Shares to Mr.
Mikit Bharat
Bhayani
Transfer of Cash (1) 10/- 10/- Negligible Negligible
Shares to Mr.
92Date of Nature of Issue Nature of No. of FV Issue Price % of Pre - % of Post
Allotment / / Transaction Consideration Equity (₹) /Acquisition Offer Equity Offer Equity
Transfer Shares / Transfer Share Capital Share
Price (₹) Capital
Bharat Dhirajlal
Bhayani
Transfer of Cash (1) 10/- 10/- Negligible Negligible
Shares to Ms.
Bhavna Bharat
Bhayani
December Bonus Issue Other than 40,70,970 10/- - 42.86% 33.65%
27, 2024 Cash
Total 47,49,465 50.00% 39.26%
Date of Nature of Issue / Nature of No. of FV Issue Price % of Pre - % of Post
Allotment / Transaction Consideration Equity (₹) /Acquisition Offer Offer
Transfer Shares / Transfer Equity Equity
Price (₹) Share Share
Capital Capital
(B) Ms. Parul Shailesh Mehta
On Subscription to Cash 5,000 10/- 10/- 0.05% 0.04 %
Incorporation MOA
March 28, Rights Issue Cash 6,73,500 10/- 10/- 7.09% 5.57%
2022
December Bonus Issue Other than Cash 40,71,000 10/- - 42.86% 33.65%
27, 2024
Total 47,49,500 50.00% 39.26%
Date of Nature of Issue / Nature of No. of FV Issue Price % of Pre - % of Post
Allotment / Transaction Consideration Equity (₹) /Acquisition Offer Offer
Transfer Shares / Transfer Equity Equity
Price (₹) Share Share
Capital Capital
(C) Mr. Shailesh Vinodrai Mehta
August 16, Transfer of shares Cash 1 10/- 10/- Negligible Negligible
2024 from Mr. Ankit
Shailesh Mehta
December Bonus Issue Other than Cash 6 10/- - Negligible Negligible
27, 2024
Total 7 Negligible Negligible
Note: All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares. Further, our Promoters have not pledged any of the Equity Shares that they hold in our Company.
17. Pre-Offer and Post-Offer Shareholding of our Promoters, Promoter Group and Selling Shareholders:
Category of Shareholders Pre-Offer Post-Offer
No. of Shares % of pre-offer No. of Shares % of pre-offer
Capital Capital
Promoters
Mr. Ankit Shailesh Mehta (Selling 47,49,465 50.00% 44,34,865 36.65%
Shareholder)
Ms. Parul Shailesh Mehta (Selling 47,49,500 50.00% 44,34,900 36.66%
Shareholder)
Mr. Shailesh Vinodrai Mehta 7 Negligible 7 Negligible
Promoter Group
Ms. Jaini Shailesh Mehta 7 Negligible 7 Negligible
Ms. Bhavna Bharat Bhayani 7 Negligible 7 Negligible
93Category of Shareholders Pre-Offer Post-Offer
No. of Shares % of pre-offer No. of Shares % of pre-offer
Capital Capital
Total 94,98,986 100.00% 88,69,786 73.31%
18. None of our Directors or Key Managerial Personnel or senior management hold any Equity Shares other than as set out
below:
Name Designation No. of % of Pre-Offer % of Post-
Equity Equity Share Offer Equity
Shares held Capital Share Capital
Mr. Ankit Shailesh Mehta Promoter, Chairman and 47,49,465 50.00% 36.65%
(Selling Shareholder) Managing Director
Ms. Parul Shailesh Mehta Promoter and Executive Director 47,49,500 50.00% 36.66%
(Selling Shareholder)
Mr. Shailesh Vinodrai Mehta Promoter and Executive Director 7 Negligible Negligible
19. Except as disclosed below, there were no equity shares purchased/sold by the Promoter(s) and Promoter Group, Directors of
our Company and their relatives and partners of our body corporate promoter during last six months from the date of this
Prospectus.
Sr. Name of Shareholder Date of Promoter/ Number of Number of Subscribed/
No. Transaction Promoter Equity Equity Acquired/
Group/ Shares Shares Sold Transferred
Director Subscribed
to/ Acquired
(a) M r. Ankit Shailesh Mehta December 27, Promoter, 40,70,970 - Bonus Issue
2024 Chairman and of shares
Managing
Director
(b) M s. Parul Shailesh Mehta December 27, Promoter and 40,71,000 - Bonus Issue
2024 Executive of shares
Director
(c) M r. Shailesh Vinodrai December 27, Promoter and 6 - Bonus Issue
Mehta 2024 Executive of shares
Director
(d) M s. Jaini Shailesh Mehta December 27, Promoter 6 - Bonus Issue
2024 Group of shares
(e) M s. Bhavna Bharat December 27, Promoter 6 - Bonus Issue
Bhayani 2024 Group of shares
19. None of our Promoters, Promoter Group, Directors and their relatives has entered into any financing arrangement or financed
the purchase of the Equity Shares of our Company by any other person during the period of six months immediately preceding
the date of filing of the Prospectus.
20. Promoters’ Contribution and Lock-in details
Details of Minimum Promoter’s Contribution
Pursuant to the Regulation 236 and 238 of SEBI ICDR Regulations and amendments thereto, an aggregate of at least 20%
of the post Offer Equity Share capital of our Company held by our Promoters shall be locked-in for a period of three years
from the date of Allotment in this Offer and the Promoters’ shareholding in excess of 20% of the post Offer Equity Share
capital of our Company shall be locked in as per Regulation 238(b) of the SEBI ICDR Regulation, 2018 read along with
SEBI ICDR (Amendment) Regulations, 2025.
Our Promoters have granted consent to include such number of Equity Shares held by them as may constitute of the post
offer Equity Share capital of our Company as Promoters’ Contribution and have agreed not to sell or transfer or pledge or
otherwise dispose of in any manner, the Promoters’ Contribution from the date of filing of this Prospectus until the
commencement of the lock-in period specified below.
94Details of the Equity Shares forming part of Promoters’ Contribution and their lock-in details are as follows:
Name of Date of No of Equity No of Equity Face Issue Nature of % Of Lock-
Promoter Allotment/ Shares allotted Shares Locked Value Price Allotment Post- in
Transfer and in (in ₹) (in Offer Period
made fully ₹) Paid-up
Paid Up Capital
Mr. Ankit December 27, 40,70,970 13,00,000 10/- - Bonus 10.74% 3
Shailesh 2024 Issue Years
Mehta
(Selling
Shareholder)
Ms. Parul December 27, 40,71,000 13,00,000 10/- - Bonus 10.74% 3
Shailesh 2024 Issue Years
Mehta
(Selling
Shareholder)
Total 26,00,000
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 and amendments thereto. In this computation, as per Regulation 237
of the SEBI ICDR Regulations and amendments thereto, our Company confirms that the Equity Shares locked-in do not, and
shall not, consist of:
• Equity Shares acquired three years preceding the date of this Prospectus for consideration other than cash and out of
revaluation of assets or capitalization of intangible assets or bonus shares out of revaluation reserves or reserves without
accrual of cash resources or unrealized profits or against equity shares which are otherwise ineligible for computation of
Promoters’ Contribution;
• The Equity Shares acquired during theyear preceding the date of this Prospectus, at a price lower than the price at which the
Equity Shares are being offered to the public in this offer is not part of the minimum promoter’s contribution.
• The Equity Shares held by the promoters and offered for minimum 20% Promoter’s Contribution are not subject to any
pledge or any other form of encumbrances.
• Specific written consent has been obtained from the Promoters for inclusion of 26,00,000 Equity Shares for ensuring lock-
in of three years to the extent of minimum 20% of post offer paid-up Equity Share Capital from the date of allotment in the
public offer.
• The minimum Promoters’ Contribution has been brought to the extent of not less than the specified minimum lot and from
the persons defined as Promoters under the SEBI ICDR Regulations and amendments thereto.
• We further confirm that our Promoters’ contribution of minimum 20% of the post offer Equity does not include any
contribution from Alternative Investment Funds or FVCI or Scheduled Commercial Banks or Public Financial Institutions
or Insurance Companies registered with Insurance Regulatory and Development Authority of India.
• Our Promoter Selling Shareholders are in compliance with the provision of lock-in shares as per SEBI ICDR Regulations
read with SEBI (ICDR) (Amendment) Regulations, 2025.
Details of Equity Shares held by Promoters in excess of minimum promoters’ contribution
Lock in of Equity Shares held by Promoters in excess of minimum promoters’ contribution as per Regulation 238 of the
SEBI ICDR Regulations, 2018 read with SEBI (ICDR) (Amendment) Regulations, 2025. Pursuant to Regulation 238(b) of
the SEBI ICDR Regulations, 2018 read with SEBI (ICDR) (Amendment) Regulations, 2025, the Equity Shares held by our
Promoters and promoters’ holding in excess of minimum promoters’ contribution shall be locked as follows:
95a) Fifty percent of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period
of two years from the date of allotment in the initial public offer i.e. pre-Offer of 31,34,883 Equity Shares shall be
subject to lock-in; and
b) Remaining fifty percent of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for
a period of one year from the date of allotment in the initial public offer i.e. pre- Offer of 31,34,882 Equity Shares
shall be subject to lock-in.
Details of Equity Shares held by persons other than the Promoters
Lock in of Equity Shares held by persons other than promoters as per Regulation 239 of the SEBI ICDR Regulations and
amendment thereto. The entire pre-offer capital held by persons other than the promoters shall be locked-in for a period of
one year from the date of allotment in the initial public offer, i.e. pre-Offer of 35 Equity Shares shall be subject to lock-in.
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.
Inscription or recording of non-transferability
In terms of Regulation 241 of the SEBI ICDR Regulations and amendments thereto, 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.
Pledge of Locked in Equity Shares
Pursuant to Regulation 242 of the SEBI ICDR Regulations and amendments thereto, the locked-in Equity Shares held by our
Promoters 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 of SEBI ICDR Regulation, 2018 read with SEBI
ICDR (Amendment) Regulations, 2025, the loan has been granted to the company or its subsidiary(ies) for the purpose of
financing one or more of the objects of the offer 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 of SEBI ICDR Regulation, 2018 read with
SEBI ICDR (Amendment) Regulations, 2025 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.
Transferability of Locked in Equity Shares
a) Pursuant to Regulation 243 of the SEBI ICDR Regulations and amendments thereto, Equity Shares held by our Promoters,
which are locked in as per Regulation 238 of the SEBI ICDR Regulations and its amendments thereto, may be transferred to
and amongst our Promoters/ Promoter Group or to a new promoter or persons in control of our Company subject to
continuation of the lock-in in the hands of the transferees for the remaining period and compliance with SEBI SAST
Regulations as applicable.
b) Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by shareholders other than our Promoters,
which are locked-in as per Regulation 239 of the SEBI ICDR Regulations and its amendments thereto, may be transferred
to any other person holding shares, subject to continuation of the lock-in in the hands of the transferees for the remaining
period and compliance with SEBI SAST Regulations as applicable.
21. Neither the Company, nor it’s Promoters, Directors or the Book Running Lead Manager have entered into any buyback
and/or standby arrangements for purchase of Equity Shares of the Company from any person.
9622. All Equity Shares offered pursuant to the offer shall be fully paid-up at the time of Allotment and there are no partly paid-
up Equity Shares as on the date of this Prospectus. Further, since the entire money in respect of the Offer is being called on
application, all the successful Applicants will be offered fully paid-up Equity Shares.
23. As on the date of this Prospectus, the Book Running Lead Manager and their respective associates (as defined under the
SEBI MB 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.
24. As on date of this Prospectus, there are no outstanding ESOP’s, ESPS’s, Stock Appreciation Right Scheme, warrants, options
or rights to convert debentures, loans or other instruments convertible into the Equity Shares, nor has the company ever
allotted any equity shares pursuant to conversion of ESOPs/ ESPS/Stock Appreciation Right Scheme till date. As and when,
options are granted to our employees under the Employee Stock Option Scheme, Employee Stock Purchase Scheme or under
Stock Appreciation Right Scheme our Company shall comply with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
25. 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 “Offer Procedure” beginning on page 364 of this Prospectus. In case of over-subscription in
all categories the allocation in the offer shall be as per the requirements of Regulation 268 (2) of SEBI ICDR Regulations,
as amended from time to time.
26. An over-subscription to the extent of 10% of the Net Offer 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 offer.
Consequently, the actual allotment may go up by a maximum of 10% of the Net Offer, as a result of which, the post issue
paid up capital after the offer would also increase by the excess amount of allotment so made. In such an event, the Equity
Shares held by the Promoters and subject to lock-in shall be suitably increased; so as to ensure that 20% of the post offer
paid-up capital is locked in.
27. Subject to valid applications being received at or above the Offer 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 and Selling Shareholders 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.
28. Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public at large.
29. We have 7 (Seven) Shareholders as on the date of filing of the Prospectus.
30. As per RBI regulations, OCBs are not allowed to participate in this Offer.
31. Our Company has not raised any bridge loans.
32. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made either by us
or by our Promoters to the persons who receive allotments, if any, in this Offer.
33. Our Company shall ensure that transactions in the Equity Shares by our Promoters and our Promoter Group between the date
of this Prospectus and the Offer Closing Date shall be reported to the Stock Exchange within 24 hours of such transaction.
34. Our Company shall also ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be reported
to the stock exchange(s), within twenty-four hours of such pre-IPO transactions (in part or in entirety) – Not Applicable.
35. Our Promoters and Promoter Group will not participate in the Offer, except to the extent of the Offer for Sale by the Selling
Shareholders.
36. There are no safety net arrangements for this Public Offer.
37. Our Company has not undertaken any arrangements (acquisition, amalgamation and merger, slump sale, existing or proposed
both) in the last 5 financial years except for the following acquisition made by the Company:
97Our Company had entered into a Share Purchase Agreement dated September 01, 2024 with Mr. Ankit Shailesh Mehta and
Ms. Parul Shailesh Mehta to Purchase the shareholding of Vinstar Biotech Private Limited (VBPL) and Easy Raw Materials
Private Limited (ERMPL) as a WOS of our company, the share purchase agreement entered by the Company was intended
by the Management to consolidate the business operations of VBPL and ERMPL. Following are the details of the same:
Transfer details with respect to ERMPL:
Seller Number of Equity Acquirer Price per share Total % of the
Shares purchased Consideration Shareholding
(₹ in Lakhs) acquired
Mr. Ankit 9,800 Chemkart India 10/- 0.98 98.98%
Shailesh Mehta Limited (formerly
Ms. Parul 100 known as 10/- 0.01 1.01%
Shailesh Mehta Chemkart India
Private Limited)
Total 9,900 99.99%
Transfer details with respect to VBPL:
Seller Number of Acquirer Price per Total % of the
Equity Shares share Consideration Shareholding
purchased (₹ in Lakhs) acquired
Mr. Ankit 4,900 Chemkart India 10/- 0.49 49.49%
Shailesh Mehta Limited (formerly
Ms. Parul 5,000 known as Chemkart 10/- 0.50 50.50%
Shailesh Mehta India Private Limited)
Total 9,900 99.99%
38. Our Company has not issued any Compulsory Convertible Preference Share as on the date of this Prospectus:
S. Name of the Date of Number of Conversion Number of Acquisition Estimated
No. Shareholder Acquisition Preference Ration Equity price per Price per
of Preference Shares Shares to preference Equity
Share Acquired be allotted/ shares Shares
alloted post (based on
conversion conversion)
Not Applicable
39. Our Company has not issued any Debentures whether CCD’s or NCD’s as on the date of this Prospectus:
Number of Date of issuance Proposed Material terms and Name of the
Debentures issued Conversion conditions Nominee
Not Applicable
40. Our Company is in compliance with the provisions of the Companies Act, 2013 with respect to issuance of securities since
inception till the date of filing of this Prospectus.
41. None of the public shareholders/investors of our Company is directly/indirectly related with our Book Running Lead
Manager or their associates.
42. The Book Running Lead Manager is not Associated with our Company within the meaning of Regulation 21A(1) of the
SEBI Merchant Bankers Regulations read with Regulation 23(3) of the SEBI ICDR Regulations and amendments thereto.
43. The Equity Shares of our company are in the dematerialization form.
44. There shall be only one denomination of Equity Shares of our Company unless otherwise permitted by law. Our Company
shall comply with disclosure and accounting norms as may be specified by SEBI from time to time.
98SECTION V – PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of 26,00,000 equity shares of face value ₹ 10, aggregating ₹ 6,448.00 lakhs by our
Company and an Offer for Sale of 6,29,200 equity shares of face value ₹ 10, aggregating to ₹ 1,560.42 lakhs by the Promoter
Selling Shareholders. See “Summary of the Offer Document” and “The Offer” on pages 22 and 71, respectively.
OFFER FOR SALE
Our Company will not receive any proceeds received from the Offer for Sale by the Selling Shareholders. However, except
for the listing fees which shall be solely borne by our Company, all offer expenses will be shared, upon successful completion
of the Offer, between our Company and the Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares
offered and allotted by our Company in the Fresh Issue and the offered shares sold by the Selling Shareholders in the Offer
for Sale. The proceeds of the Offer for Sale, shall be received by the Selling Shareholders to their respective portion of the
proceeds from the Offer for Sale in proportion of the Equity Shares offered by the respective Selling Shareholders as part of
the Offer for Sale and, will not form part of the Net Proceeds.
FRESH ISSUE
Our Company proposes to utilize the Net Proceeds from the Fresh Issue towards funding the following objects:
a) Financing the capital expenditure towards setting up of the Manufacturing Facility through investment in our Wholly-
Owned Subsidiary (WOS) Company, Easy Raw Materials Private Limited;
b) Repayment/prepayment of all or certain of our borrowings availed of by our Company;
c) General corporate purposes.
(Collectively, referred to herein as the “Objects of the Fresh Issue”)
The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association,
enable our Company and our WOS to undertake the existing business activities and the activities for which funds are being
raised by us through the Offer. In addition, our Company expects to receive the benefits of listing of Equity Shares on the
BSE SME including enhancing our visibility and our brand image among our existing and potential customers and creating
a public market for our Equity Shares in India.
FRESH ISSUE PROCEEDS
After deducting the Offer-related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh Issue to be
₹5,495.07 lakhs (“Net Proceeds”). The details of the Net Proceeds of the fresh issue are summarized in the table below:
(₹ in Lakhs)
Particulars Amount
Gross Proceeds of the Fresh Issue 6,448.00
Less: Offer Expenses in relation to the Fresh Issue 952.93
Net Issue Proceeds 5,495.07
UTILIZATION OF NET PROCEEDS
The Net Proceeds are proposed to be used in accordance with the details provided in the following table: -
(₹ in Lakhs)
Sr. Particulars Amount
No.
1. Financing the capital expenditure towards setting up of the Manufacturing Facility through 3,468.33
investment in our Wholly-Owned Subsidiary (WOS) Company, Easy Raw Materials
Private Limited;
2. Repayment/prepayment of all or certain of our borrowings availed of by our Company; 2,000.00
3. General Corporate Purpose# 26.74
Total 5,495.07
99#The amount to be utilised for general corporate purposes will not exceed fifteen percent of the amount being raised by our
Company or ₹ 10 Crores, whichever is less in accordance with Regulation 230(2) of the SEBI ICDR Regulation, 2018 read
along with SEBI ICDR (Amendment) Regulations, 2025.
PROPOSED SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF THE NET PROCEEDS
Our Company plans to deploy the funds towards the above stated Objects depending upon various factors including the
actual timing of the completion of the Offer and the receipt of the Net Proceeds. In the event that estimated utilization out of
the funds in any given financial year is not completely met, the same shall be utilized in the next financial year.
We propose to deploy the Fresh Issue Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(₹ in Lakhs)
Sr. Particulars Amount to be Estimated Estimated
No. financed from deployment or deployment or
Net Proceeds Utilizations of Utilizations of
Net Proceeds in Net Proceeds in
Fiscal 2025-2026 Fiscal 2026-2027
1. Financing the capital expenditure towards setting up 3,468.33 3121.50 346.83
of the Manufacturing Facility through investment in
our Wholly-Owned Subsidiary (WOS) Company,
Easy Raw Materials Private Limited; (1)
2. Repayment/prepayment of all or certain of our 2,000.00 2,000.00 Nil
borrowings availed of by our Company;
3. General Corporate Purpose(2) 26.74 26.74 Nil
Total* 5,495.07 5,148.24 346.83
(1) Total estimated capital cost as per the Project Report (PR) dated July 04, 2025 prepared by SRJ Certification Services
Private Limited, Mr. Santosh Jaiswar, Chartered Engineer, for the proposed capital expenditure towards setting up of the
Manufacturing Facility through investment in Easy Raw Materials Private Limited, our Wholly-Owned Subsidiary (WOS)
Company;
(2 ) The amount to be utilised for general corporate purposes will not exceed fifteen percent of the amount being raised by
our Company or ₹ 10 Crores, whichever is less in accordance with Regulation 230(2) SEBI ICDR Regulations, 2018 read
with SEBI (ICDR) (Amendment) Regulations, 2025.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based on
the current business plan and circumstances, management estimates, prevailing market conditions and other external
commercial and technical factors including interest rates, exchange rate fluctuations and other charges, which are subject to
change from time to time. However, such fund requirements and deployment of funds have not been verified or appraised
by any bank, financial institution, or any other external agency or party. We may have to revise our funding requirements
and deployment schedule on account of a variety of factors such as our financial and market condition, business and strategy,
competition, negotiation with lenders, variation in cost estimates and other external factors such as changes in the business
environment and interest or exchange rate fluctuations and Environmental conditions which may not be within the control
of our management. This may entail rescheduling or revising the planned expenditure and funding requirements, including
the expenditure for a particular purpose at the discretion of our management, subject to compliance with applicable laws.
For further details on the risks involved in our proposed fund utilization, see Risk Factor no. 27 “Our Company or our WOS
company have not yet placed orders in relation to Financing the capital expenditure towards setting up of the Manufacturing
Facility for investment in Easy Raw Materials Private Limited (ERMPL). In the event of any delay in placing the orders, or
in the event the vendors are not able to complete the civil construction in a timely manner, or at all, may result in time and
cost over-runs and our business, prospects and results of operations may be adversely affected. Our WOS company’s
proposed capacity set-up plans are subject to the risk of unanticipated delays in implementation due to factors including
delays in construction, obtaining regulatory approvals in timely manner and cost overruns.” in the “Risk Factors” Chapter
on page 31 of this Prospectus.
Our Company proposes to deploy the entire Net Proceeds towards the aforementioned Objects during Fiscal 2025-26 and
2026-2027. In the event that the estimated utilization of the Net Proceeds in scheduled fiscal years are not completely met,
due to the reasons stated above, the same shall be utilized in the next fiscal year i.e. Fiscal 2027-2028, as may be determined
by the Board, in accordance with applicable laws. 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 is within the permissible limits in accordance with the SEBI ICDR
Regulations and amendments thereto. Further, 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 surplus funds, if any,
100available in respect of the other purposes for which funds are being raised in the Offer, subject to compliance with applicable
laws.
All quotations mentioned in this section are valid as on the date of this Prospectus. However, our Company and our WOS
have not entered into any definitive agreements with any of these vendors and there can be no assurance that the same vendor
would be engaged to eventually supply the plant and machineries and conduct the civil construction at the same costs. Our
WOS is yet to place orders for any of the components of the Proposed Objects. The Proposed Objects may be subject to the
risk of unanticipated delays in implementation, cost overruns and other risks and uncertainties. For further details, see Risk
Factor no. 27 “Our Company or our WOS company have not yet placed orders in relation to Financing the capital
expenditure towards setting up of the Manufacturing Facility for investment in Easy Raw Materials Private Limited
(ERMPL). In the event of any delay in placing the orders, or in the event the vendors are not able to complete the civil
construction in a timely manner, or at all, may result in time and cost over-runs and our business, prospects and results of
operations may be adversely affected. Our WOS company’s proposed capacity set-up plans are subject to the risk of
unanticipated delays in implementation due to factors including delays in construction, obtaining regulatory approvals in
timely manner and cost overruns.” in the “Risk Factors” Chapter on page 31 of this Prospectus.
MEANS OF FINANCE
We intend to finance our Objects of Fresh Issue through Net Proceeds which is as follows:
(₹ in Lakhs)
Particulars Amount
Net Proceeds 5,495.07
Total 5,495.07
The fund requirements for the Objects are proposed to be met from the Net Proceeds and our internal accruals. Accordingly,
we confirm 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 through the Fresh Issue as required under Regulation
230(1)(e) the SEBI ICDR Regulations and amendments thereto.
DETAILS OF THE OBJECTS
The details of the Objects of the Offer are set out below:
1. Financing the capital expenditure towards setting up of the Manufacturing Facility through investment in our Wholly-
Owned Subsidiary (WOS) Company, Easy Raw Materials Private Limited:
We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards
the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to
nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of
captivated nutritional supplements and components. We offer products across mainly seven product categories, i.e. Amino
Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably
to adapt to the growing awareness with respect to the needs of nutrition in the food products.
Currently, Our Company carries out its operations from its registered office situated at Office No. 403/404, 4th Floor, K.L.
Accolade, 6th Road, TPS III, Santacruz (East), Mumbai - 400055, Maharashtra, India and Our Company also has a warehouse
with a processing facility to store and process the products being traded for easy supply chain mechanism. It is located at
Survey no. 228, H. No. 5, Gala no. 7, 8, 9, 10, on ground floor, first floor, second floor, bldg. no. E-8, “Shree Arihant
Complex”, Kalher, Bhiwandi, Thane, Maharashtra, covering an approximate area of 28,259.16 sq. ft. The facility is equipped
with the necessary workforce. The warehouse also has an in-built processing and blending facility with a capacity of 990
MT per year which is used primarily for customer-specific blend by our company which are curated by our internal team as
per the customer’s requirement.
Further, catering to growing demand of our products from our existing customers and to meet the requirements of new
customers, we intend to enter into a backward integration process by setting up of the Manufacturing facility at Jawaharlal
Nehru Port Authority (JNPA) Special Economic Zone (SEZ) through investment in Easy Raw Materials Private Limited
(“ERMPL”), our Wholly-Owned Subsidiary Company (WOS) incorporated on December 14, 2020. Our Company had made
an investment in our Wholly-Owned Subsidiary Company in September 2024 through a Share Purchase Agreement dated
September 01, 2024. For further details, see “History and Certain Corporate matters” on page 233 of this Prospectus.
101Our Board in its meeting dated June 24, 2025 took note that an amount of ₹ 3,468.33 Lakhs is proposed to be utilized to fund
the project required for aforementioned Manufacturing facility. In order to fund the capital expenditure for the setting up of
manufacturing unit through WOS ERMPL, our Company proposes to provide ₹3,468.33 Lakhs from the Net Proceeds
through investment which shall be in the form of capital contribution through equity or convertible instruments and/or debt,
including loans, as may be decided by our Board, As per the sub point no. 3(b) of point no. 9 of Part A of Schedule VI of
SEBI (Issue and Capital Disclosure Requirement) Regulation, 2018 and amendment thereto, it has mentioned that the “If the
form of investment has not been decided, a statement to that effect shall be mentioned.
Following are the detailed description provided below on setting up of manufacturing unit through our Wholly-Owned
subsidiary (WOS) company, ERMPL as per the Detailed Project Report obtained from SRJ Certification Services Private
Limited, Mr. Santosh Jaiswar dated July 04, 2025 by ERMPL.
A. Details of ERMPL:
Currently, our Wholly-Owned Subsidiary (WOS) Company, ERMPL carries out its operations from its registered office
situated at Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Mumbai - 400055,
Maharashtra, India which is taken on lease from our Company through the Supplement agreement to Leave and License
agreement dated January 06, 2025, for further details, see “Our Properties” under “Our Business” Chapter on page 220 of
this Prospectus.
Our Wholly-Owned subsidiary (WOS) company, ERMPL’s main objects are as follows:
a) To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting,
marketing or supplying, trading, dealing in any manner whatsoever in all type of goods on retail as well as on wholesale
basis, e-commerce platform for buying and selling raw materials in India or elsewhere.
b) To carry on the business as exhibitors of various goods, services and merchandise and to undertake the necessary
activities to promote sales of goods, services and merchandise manufactured/ dealt with/provided by the Company.
c) To act as broker, trader, agent, C & F agent, shipper, commission agent, distributor, representative, franchiser,
consultant, collaborator, stockiest, liaison, job worker, export house of goods, merchandise and services of all grades,
specifications, descriptions, applications, modalities, fashions, including by-products, spares or accessories thereof, on
retail as well as on wholesale basis.
d) To carry on the business of manufacturing, marketing, and trading in nutraceutical products for both human and animal
consumption, including but not limited to vitamins, whey protein, dietary supplements, minerals, amino acids,
antioxidants, herbal supplements, probiotics, prebiotics, and other health and wellness-related products.
e) To engage in research, development, innovation, and commercialization of nutraceuticals, functional foods, food
supplements, and other health products intended to promote well-being, vitality, and health.
f) To manufacture, formulate, package, and sell a wide variety of products such as vitamin supplements, protein powders,
dietary supplements, and other health supplements and wellness-related products under various brand names.
g) To engage in the distribution, import, export and retail of nutraceutical and wellness products and to establish a network
of wholesalers, retailers, and e-commerce platforms for the sale of such products.
B. Land Acquisition details to set up a Manufacturing Unit:
Jawaharlal Nehru Port Authority (JNPA) SEZ benefits from its strategic location near Mumbai. It has robust connectivity to
major cities across the country through an extensive network of rail and roadways. JNPA SEZ offers proximity to the port
which is a critical advantage for stakeholders, as it facilitates seamless trade and enhances the ease of doing business. These
initiatives aim to improve accessibility, benefiting both trade operations and commuter traffic, while reinforcing JNPA's
position as a key driver of economic growth (Reference: Project report from SRJ Certification Services Private Limited).
Loan Agreement is entered between our Company and WOS Company, ERMPL dated October 03, 2022 wherein our
Company had provided an unsecured loan of ₹ 381.80 Lakhs for the purpose of purchasing a property at JNPA to enter into
manufacturing business by ERMPL, for further details with respect to the Loan Agreement, see chapter titled “History and
Certain Corporate matters” beginning on page 233 of this Prospectus. Accordingly, Our WOS Company ERMPL have
entered into a lease deed dated September 28, 2023 with JNPA for a period of 60 years. The WOS has also obtained the
Letter of Approval from Development Commissioner’s Office vide Letter of Approval (LOA) no. SEEPZ/NEWSEZ/JNPA-
SEZ/ERMPL/44/2022-23/07588 dated May 25, 2023, further the LOA was extended through the extension letter dated
November 11, 2024 which is valid till May 24, 2025 and was further extended up to May 24, 2026 for manufacturing and
export of items and has also obtained Letter of Approval (LOA) no. SEEPZ/NEWSEZ/JNPA-SEZ/ERMPL/47/2022-
23/07575 dated May 26, 2023, which was further extended with LOA dated January 03, 2025 valid till May 25, 2025 and
was further extended up to May 25, 2026 for trading and warehousing including Packing, Labelling, Re-labelling.
Accordingly, the Authority had allotted Plot No. F1, Sector 7 admeasuring 4,120 Sq.Mt. (44,347 Sq. Ft.) in the SEZ area
102situated at JN Port Navi Mumbai, Maharashtra as the project land to our WOS, for further details, see chapter titled
“Government and Other Statutory Approvals” on page no. 324 of this Prospectus.
As per Section 186 of the Companies Act, 2013, there is no mandatory requirement to charge interest on inter-corporate
loans extended to a wholly owned subsidiary, provided such loans are given out of internal accruals and do not involve any
public deposits or borrowed funds. Further, Rule 11(1) of the Companies (Meetings of Board and its Powers) Rules, 2014,
also permits such interest-free loans if they are for the group’s business objectives and within the prescribed limits.
Accordingly, the said loan will remain interest-free until such time that ERMPL commences its commercial production or
until further review and revision by the Board of Chemkart India Limited.
C. Project Activities:
The Project land is proposed to be developed, operated and maintained by our WOS company for setting up of manufacturing
facility which will include production, procurement and export, warehousing, labelling and packaging, ensuring a seamless
and efficient supply chain.
Following are the details to be taken place under the proposed project:
✓ Production: The proposed facility will encompass manufacturing a diverse range of nutraceuticals and health supplements,
including:
a) Tablets: Customized formulations catering to various health and nutritional needs.
b) Capsules: High-capacity production to meet dietary and therapeutic demands.
c) Jars: Bulk packaging for powdered supplements.
d) Sachets: Convenient single-use packaging designed to maintain product freshness.
✓ The proposed facility shall include the following activities:
a) Procurement of raw materials
b) handling and export of premium raw materials such as amino acids, vitamins and nutraceutical ingredients for
international markets.
✓ Warehousing: The proposed facility will also include storage solutions which shall be designed to safeguard sensitive
materials and maintain quality and integrity of both raw materials and finished products.
✓ Labelling and Packaging: The proposed facility will also be equipped with systems designed to meet global compliance
standards and cater to diverse market requirements. The planned activities will include powder filling, capsule filling, jar
packing, pouch packing, sachet packing, and labelling.
The main focus is manufacturing of Food Preparations & Supplements including functional foods, vitamins and nutritional
supplements and Nutraceuticals and Veterinary Products which includes vitamins, minerals and supplements for human
health, as well as specialized formulations for animal nutrition and health with a key focus on creating products with
consistent quality for international markets, ensuring compliance with food safety standards and regulations with a projected
annual production capacity of 55 million capsules and 3,300 tonnes of powder (Reference: Chartered Engineer certificate
dated February 05, 2025 obtained from SRJ Certification Services Private Limited). The facility will adhere to GMP (Good
Manufacturing Practises), FSSAI (Food Safety and Standards Authority of India), and FDA (Food and Drug Administration)
standards to ensure the highest safety and quality.
D. Project Details:
(i) Civil Construction of Manufacturing Unit:
ERMPL intends to do the following construction activities on the project land:
The manufacturing site is set for comprehensive development to establish a facility adhering to global standards for
production and trading. The proposed facility will feature a Ground+3 floors structure with the following layout:
Ground Floor: Includes an administrative reception area, changing rooms for the manufacturing zone and a packaging hall.
First Floor: The first floor is dedicated to processing operations, including dispensing, milling, sifting, blending, and housing
an Air Handling Unit (AHU) technical area. Due to space constraints on the first floor after allocating area for processing
103activities, the AHUs for the critical powder processing zone are positioned here, while additional AHUs are placed on the
third floor. This ensures optimal airflow and compliance with cleanroom requirements for critical operations.
Second Floor: The second floor is reserved for future expansion, specifically for the manufacturing of Effervescence Tablets,
Liposomal Ingredients, and Microencapsulated Ingredients. This floor is designed to accommodate additional processing
activities as the facility scales up its production capabilities.
Third Floor: The third floor is designed to house administrative offices, a Quality Control (QC) laboratory, an AHU
technical area, and additional processing zones for future expansion. The placement of AHUs on this floor complements the
first-floor setup, ensuring efficient air handling and cleanroom compliance across the facility.
The manufacturing building will be constructed using reinforced cement concrete (RCC), with internal partitions made of
cleanroom-compliant materials to effectively segregate the operational areas. The dedicated Heating, Ventilation and Air
Conditioning System (HVAC) will serve specific zones to maintain environmental control and minimize cross-contamination
risks. The warehouse area, in contrast, will be constructed using a Pre-Engineered Building (PEB) structure. A specialized
ventilation system will be installed to ensure optimal conditions for Raw Materials and Finished Goods storage.
(ii) Procurement of Plant and Machinery for the Manufacturing unit:
To ensure operational efficiency and product quality, the company plans to procure plant and machinery, including:
a) Equipment for sifting, milling, blending, granulation and encapsulation catering to the manufacturing needs.
b) Labelling and Packaging machines for export markets.
c) Material handling systems such as lifts and conveyors to streamline operations and improve efficiency.
d) Precision weighing balances and analytical tools to uphold strict quality control standards.
(iii) Other Facilities:
a. Administrative Block:
▪ Key departments, including operations, finance, HR and management.
▪ Meeting rooms and collaborative spaces to facilitate efficient decision-making and planning.
b. Manufacturing Block:
▪ Production Zones: Dedicated areas for powder sifting, milling, blending, granulation and capsule filling and High
capacity production lines to support scalability and market demand.
▪ Packaging and Labelling: State-of-the-art equipment for labelling, pouch packing, jar filling and Systems to meet export
standards and SEZ compliance.
▪ Quality Control (QC) Laboratory: Analytical equipment to maintain product quality and Separate storage for reference
samples and stability testing.
c. Storage Facilities:
▪ Raw Material Storage: Controlled environments for sensitive materials like amino acids and vitamins.
▪ Finished Goods Storage: Warehousing solutions to accommodate products awaiting dispatch.
d. Utilities and Support Infrastructure:
▪ Power distribution systems with Compact substation.
▪ Water pipelines for industrial use, steam lines for processing, and compressed air systems.
▪ HVAC system to cater requirement of classified powder processing areas.
▪ Fire safety systems, including alarms, sprinklers, and hydrants.
e. Logistics and Land Development:
▪ Internal roads and loading docks for seamless material handling and transportation.
▪ Landscaping to enhance aesthetics and environmental compliance.
f. Sustainability Features:
104▪ Rainwater harvesting and wastewater treatment systems to promote eco-friendly operations.
E. Installation and Set-up Overview:
At ERMPL, significant developments are planned to establish the manufacturing facility at JNPA SEZ. These developments
include both construction activities and the acquisition of essential plant and machinery to support our operations.
The set-up of the project is proposed to comprise the following:
a) Civil Construction
b) Civil Room Modular Partition
c) Manufacturing process equipment
d) General Utility equipment
e) HVAC System
f) Electrical Facility
g) Mechanical & Piping Facility
h) Fire Fighting Facility
i) Racking System
F. Estimated Cost:
❖ Following are the details of the estimated cost for proposed project:
Sr. No. Particulars Total Cost in INR Total Cost In Mio INR
A Infrastructure & Equipment
1 Civil Construction Cost 16,47,15,290 164.71
2 Clean room Modular Partition Cost 2,50,16,663 25.02
3 Manufacturing process equipment Cost 5,20,75,500 52.08
4 General Utility Equipment Cost 91,26,000 9.13
5 HVAC Cost 3,39,01,273 33.90
6 Electrical Cost 2,64,77,399 26.48
7 Mechanical & Piping Cost 13,60,000 1.36
8 Fire Fighting Cost 67,18,761 6.72
9 Racking System 44,65,000 4.47
10 Miscellaneous Cost* 64,62,000 6.46
A Total Cost (Infrastructure & Equipment) 33,03,17,886 330.33
B Administration cost (5 % of A) 1,65,15,894.30 16.52
Total Cost of Project (A+B) 34,68,33,780* 346.83
*Miscellaneous costs include expenses such as travel for site visits, inspections, or meetings; hotel stays and meal expenses
for project staff; government or regulatory permits; legal consultation and inspection fees; utilities like power, water or fuel
used during construction or commissioning; and minor consumables such as cleaning supplies, bolts, or adhesives.
Notes:
a) The entire amount is proposed to be funded from the Net Proceeds to be provided by our Company to WOS.
b) Total estimated capital cost as per the Project Report (PR) dated July 04, 2025 prepared by SRJ Certification Services
Private Limited, Mr. Santosh Jaiswar, Chartered Engineer, for the proposed capital expenditure towards setting up
Manufacturing Facility through investment in ERMPL, WOS.
c) The cost included in the Project Report for capital expenditure with respect to Civil Construction and purchase of
Plant and Machinery has been obtained by the WOS from the Chartered Engineer and from different vendors, the
details of the quotations have been provided in the project report which are valid as on the date of this Prospectus.
d) Layout plans have been approved by the competent authority.
e) Subject to applicable taxes, to the extent not included in the estimated cost.
❖ A detailed breakup of the cost of the above-mentioned project is as follows:
a) Civil construction: The civil construction scope includes the development of foundational structures, civil
works, and external infrastructure. This ensures a strong base for all subsequent installations and provides a
reliable foundation for facility operations, enhancing safety, durability and functionality across the site.
105COSTING-CIVIL CONSTRUCTION
Date of Validity
Sr. Description Quantity UOM Rate Total Amount* Quotations
Quotation of
No.
(in ₹) (In ₹)
Quotation
M/s. Thakur
1 Soil 2,890 Cu.m 340 982,600 April 15, 180 days
Infraprojects
Excavation 2025
Private Limited
Upto 3m
M/s. Thakur
2 Providing 3,250 Sq.m 700 2,275,000 April 15, 180 days
Infraprojects
Well 2025
Private Limited
Compacted
Single/
Double
Rubble
Soling
Providing
3 - -
Piling, This
Item
Should
Include
Steel,
Incase &
Concrete
Considering
23 to 25m
Depth of
Each Pile
M/s. Thakur
3.1 500mm Dia 851 Rmt 11,700 9,945,000 April 15,
Infraprojects
2025 180days
Private Limited
M/s. Thakur
3.2 600mm Dia 1380 Rmt 13,350 18,423,000 April 15,
Infraprojects
2025
Private Limited
Providing
4 - -
Pile Socket,
This Item
Should
Include
Steel &
Concrete
Considering
2 to 2.4m
Depth for
Each Pile
M/s. Thakur
4.1 500mm Dia 74 Rmt 13,000 962,000 April 15,
Infraprojects
2025 180days
Private Limited
M/s. Thakur
4.2 600mm Dia 144 Rmt 14,340 2,064,960 April 15,
Infraprojects
2025
Private Limited
Providing M/s. Thakur
5 352 Cu.m 7,700 2,710,400 April 15, 180days
PCC Grade Infraprojects
2025
M15, This Private Limited
Item Should
Include
Foamwork
& Cement
RCC In
6 Column, - -
Footing,
106Beam, Slab
for Below
Mentioned
Grade Of
Concerete.
This Item
Should
Include
Formwork,
Shuttering,
Cement &
Steel
M/s. Thakur
6.1 For Grade 165 Cu.m 22,250 3,671,250 April 15,
Infraprojects
M25 2025 180days
Private Limited
M/s. Thakur
6.2 For Grade 2055 Cu.m 23,600 48,498,000 April 15,
Infraprojects
M30 2025
Private Limited
M/s. Thakur
7 Backfilling/ 3787 Cu.m 600 2,272,200 April 15, 180days
Infraprojects
Filling 2025
Private Limited
Providing M/s. Thakur
8 Peb 1204 Sq.m 11,900 14,327,600 Infraprojects April 15, 180days
Structure Private Limited 2025
With Steel
Framing
Including
Tin Sheet, Z
Purlin,
Rafter,
Louvers,
Rain Water
Downtake,
Necessary
Monkey
Ladder,
Framing Of
Door &
Windows
Providing M/s. Thakur
9 392 Sq.m 12,740 4,994,080 April 15, 180days
Structure Infraprojects
2025
Platform Private Limited
Including
Beam,
Column,
Chequered
Plate,
Foundation
Bolts,
Railing &
Staircase
Constructing M/s. Thakur
10 810 Cu.m 10,000 8,100,000 April 15, 180days
Block/ Brick Infraprojects
2025
Work In Private Limited
Super-
Structure,
Including
Staging At
All Height
Providing M/s. Thakur
11 15 Nos. 120,000 1,800,000 April 15, 180days
107Plumbing Infraprojects 2025
Items Private Limited
Including
Wash Basin,
Urinals,
Toilet Seat
With
Necessary
Fittings
12 Providing - -
Plaster
M/s. Thakur
12.1 In Single 3353 Sq.m 600 2,011,800 April 15,
Infraprojects
Coat (12mm 2025 180days
Private Limited
Thick)
M/s. Thakur
12.2 In Double 2964 Sq.m 750 2,223,000 April 15,
Infraprojects
Coat (20mm 2025
Private Limited
Thick)
M/s. Thakur
13 Providing 228 Sq.m 9,600 2,188,800 April 15, 180days
Infraprojects
Windows & 2025
Private Limited
Doors With
Granite
Framing
14 Providing - -
Rolling
Shutter
14.1 1000 X 2 Nos. 41,000 82,000 M/s. Thakur April 15, 2025 180days
2100mm Infraprojects
Private Limited
14.2 1500 X 2 Nos. 65,000 130,000 M/s. Thakur April 15, 2025
2100mm Infraprojects
Private Limited
15 Providing - -
Motorised
Rolling
Shutter
15.1 4000 X 3 Nos. 350,000 1,05,000 M/s. Thakur April 15, 2025 180days
4000mm Infraprojects
Private Limited
16 Providing - -
High Speed
Door
16.1 1800 X 3 Nos. 450,000 1,350,000 M/s. Thakur April 15, 2025 180days
2500mm Infraprojects
Private Limited
17 Flooring - - - -
17.1 RCC 1240 Sq.m 3,250 4,030,000 M/s. Thakur April 15, 2025 180days
Flooring Infraprojects
With Private Limited
Tremix,
With
Hardner,
RMC M25
Grade With
VDF
Of 200mm
Thickness
17.2 Vitrified 750 Sq.m 2,400 1,800,000 M/s. Thakur April 15, 2025
Infraprojects
Private Limited
10817.3 Polished 130 Sq.m 1,800 234,000 M/s. Thakur April 15, 2025
Kota Infraprojects
Private Limited
17.4 Granite 186 Sq.m 2,500 465,000 M/s. Thakur April 15, 2025
Infraprojects
Private Limited
17.5 IPS (Indian 570 Sq.m 1,600 912,000 M/s. Thakur April 15, 2025
Patent Infraprojects
Stone) + Private Limited
Epoxy Paint
17.6 IPS (Indian 1800 Sq.m 2,800 5,040,000 M/s. Thakur April 15, 2025
Patent Infraprojects
Stone) + Private Limited
Epoxy
Flooring
17.7 Water 960 Sq.m 1,800 1,728,000 M/s. Thakur April 15, 2025
Proofing Infraprojects
Private Limited
18 Painting 6070 Sq.m 690 4,188,300 M/s. Thakur April 15, 2025 180days
With Infraprojects
Synthetic Private Limited
Enamel
Paint
Including
Primer &
Base Coat,
With
Staging At
All Heights
19 Proving 130 Rmt 3,500 455,000 M/s. Thakur April 15, 2025 180days
Sewage Infraprojects
System Private Limited
Including
Chambers
Frame &
Lid, Sewage
Pipe
20 Road Work - -
20.1 Excavation, 1353 Sq.m 1,900 2,570,700 M/s. Thakur April 15, 2025 180days
Soling & Infraprojects
PCC Private Limited
20.2 Steel & 1353 Sq.m 3,500 4,735,500 M/s. Thakur April 15, 2025
Concrete Infraprojects
Private Limited
21 Providng 1152 Sq.m 4,500 5,184,000 M/s. Thakur April 15, 2025 180days
4mm ACP Infraprojects
Sheet Of Private Limited
Metallic
Finish With
Necessary
Frame Work
22 Providing 1 Lot 500,000 500,000 M/s. Thakur April 15, 2025 180days
Modular Infraprojects
Kitchen Private Limited
Including
Countertop,
Wall Unit &
Kitchen
Trolley
23 Providing 1 Lot 2,330,000 2,330,000 M/s. Thakur April 15, 2025 180days
109Furniture Infraprojects
For Office Private Limited
Area
Including
Work
Stations,
Cabins With
Basic
Interior
24 Motorised 54 Sq.m 22,000 1,188,000 M/s. Thakur April 15, 2025 180days
Sliding Gate Infraprojects
Including Private Limited
Motor &
Rail
25 Providing 110 Sq.m 2,400 264,000 M/s. Thakur April 15, 2025 180days
Green Area Infraprojects
Including Private Limited
Trees, Soil &
Tree
Plantation
TOTAL 16,47,15,290
*Excluding Taxes. Taxes payable on construction will be paid from the internal accruals of our Company or our WOS.
b) Clean Room Modular Partition: Modular partitions will be installed to create clean room environments essential for
maintaining strict contamination control. This ensures that products and processes are carried out in regulated environments,
improving quality, compliance with industry standards, and reducing the risk of contamination in sensitive manufacturing
areas.
COSTING-CLEANROOM MODULAR PARTITION
InstallatioInstallatio Date of Validity
Sr.N ITEM QT UNIT Suppl Supply n rate n Purpose QuotationQuotatio of
o DESCRIPTIO Y y rate Amount* Amount* s n Quotatio
N (in ₹) n
(in ₹) (in ₹)
1 Wall Panels -
Progressive /
Non-
Progressive
Type
Wall partitions Ensure a
will be clean and
composite contaminant-
construction of free
two skins of environment.
PCGI/PCGI Maintain M/s. IPMS
50mm thick 3452 Sq.Mt2990 1,03,21,48359 12,39,268 smooth, non-Engineers July 03, 180 days
over an r 0 porous Private 2025
aluminum surfaces that Limited
frame work are easy to
with a sealed clean and
and insulated disinfect.
interior. The Support
self-supporting compliance
internal walls with GMP
are constructed and other
with an interior regulatory
aluminum standards.
framework. Facilitate
The Partition modular
110seams are cleanroom
sealed by designs for
silicone with a easy
perfectly flush expansion or
finish. modifications
Insulation .
material is
sandwiched
between the
two skin layers
and sealed from
the exterior by
the aluminum
framework.
The movable
wall includes:
PUF insulation
40 ± 2 Kg/m3
Aluminum
framework.
Silicon sealant
(Clear, White,
Winsil Gray)
2 Ceiling Panels
Provide a
smooth,
2.1 Non-Walkable 1230 Sq.Mt2990 36,77,700 359 4,41,570 cleanable 180 days
Ceiling Panels r surface to
will be 50 thick prevent
and will have particle M/s. IPMS
composite accumulationEngineers July 03,
construction of . Private 2025
two skins of Support Limited
PCGI / PCGI HEPA filter
housings and
diffusers for
maintaining
air quality.
Integrate with
lighting
systems for
proper
illumination.
3 Grid Ceiling
Supply & Simplifies
Installation of installation
10 mm thick and
Calcium 1656 Sq.Mt1840 30,47,040 221 3,65,976 maintenance 180 days
Silicate r of HVAC
Exposed Grid and lighting M/s. IPMS
Ceiling of 600 components. Engineers July 03,
x 600mm grid Allows easy Private 2025
as per approved access to Limited
design. services
Quote to above the
include "T" ceiling for
pre-coated steel maintenance.
angle, nylon Ensures
sleeves and structural
111wood integrity and
screws(450 mm alignment of
C/C).Main "T" ceiling
section with panels.
pre-coated
steel, and 'H'
notches (at 300
mm C/C),
metal rowl
plug, soffit
cleat, level clip,
G.I. wire, etc.
Also to include
Scaffolding if
any,
MEP Cutouts
complete.
4 Doors
Maintain air
pressure
Clean room differentials
doors with between
40mm thick classified
PUF insulation and non-M/s. IPMS 180 days
and PCGI on classified Engineers July 03,
both sides with areas. Private 2025
leaf and frame, Ensure Limited
view glass, smooth
door closer, surfaces with
kick plate, flush finishes
pushplate, door to prevent
closure, particle
automatic door accumulation
bottom seal, .
double side Support
operated lock interlock
and key for the systems for
doors etc airlock areas
to prevent
cross-
contaminatio
n.
Incorporate
self-closing
mechanisms
and seals for
airtight
functionality.
4.1 1000 x 69 Nos. 21839 15,06,891 2,621 1,80,849
2100mm(Singl
e leaf)
4.2 1500 x 66 Nos. 37486 24,74,076 4,942 3,26,172
2100mm(Doub
le leaf) Equal
5 View panels
Allow
Flush view monitoring of
/Glazing panels 55 Nos. 5750 3,16,250 690 37,950 processes 180 days
on wall without the
112designed to fit need to enter
flush into wall the M/s. IPMS
panel with 6 cleanroom, Engineers July 03,
mm thk safety reducing Private 2025
glasses contaminatio Limited
Size: 1100 mm n risk.
x 1000mm x Maintain the
100mm integrity of
the
cleanroom
environment
with double-
glazed,
sealed
construction.
Enhance
safety by
providing
visibility for
personnel
movement.
Miscellaneous
6 items such as 1 Lot 96557 9,65,572 1,15,869 1,15,869 180 days
covings, return 2
air risers,
Cutouts in wall
and M/s. IPMS
ceilings,door Engineers July 03,
interlocks, C Private 2025
flashing for Limited
cutouts etc
TOTAL 2,23,09,00 27,07,654
9
(A+B) (16,47,15,290+2,23,09,009+27,07,654) = 18,97,31,953
*Excluding Taxes. Taxes payable on construction will be paid from the internal accruals of our Company or our WOS.
c) Manufacturing process equipment: The installation of manufacturing process equipment is integral to the production
workflow. This equipment will optimize production efficiency, maintain consistent product quality, and streamline
operations, resulting in enhanced productivity and minimized downtime.
COSTING-PROCESS EQUIPMENTS
Sr.No Equipment Capacit UOM Qty Rate Total Purpose Quotation Date of Validity
. Name y Cost* s Quotatio of
n Quotation
(in ₹) (in ₹)
Ensures safe
1 Material Lift 2 Ton 1 22,00,000 22,00,000 and efficient 180 days
movement of
raw materials
and finished
goods while M/s. IPMS
preventing Engineers July 03,
contamination. Private 2025
Limited
Cone Mill Ensures
2 with Non FLP 300 kg/hr 1 13,91,500 13,91,500 consistent 180 days
motor & quality,
113Electricals, solubility, and
provided with bioavailability M/s. IPMS
screen of 2 of products. Engineers July 03,
mm Private 2025
Limited
SS 316 Enables
3 Intermediate 250 Lit 2 1,81,500 3,63,000 hygienic and 180 days
Product contamination
Container -free
With movement of
detachable materials M/s. IPMS
trolley having between Engineers July 03,
PU Coated processes. Private 2025
castor Nylon Limited
Wheel
IBC Bin
Product Parts
SS-316 Other Enables
4 SS 304 2. 1250 Lit 1 7,59,000 7,59,000 hygienic and 180 days
Fully openable contamination
butterfly valve -free M/s. IPMS
at outlet movement of Engineers July 03,
Finish - materials Private 2025
Internal between Limited
Mirror, processes.
External Matt
Provided with
detachable
trolley with
PU Coated
castor Nylon
Wheel
IBC Bin
Product Parts
SS-316 Other Enables
5 SS 304 2. 1250 Lit 2 7,59,000 15,18,000 hygienic and 180 days
Fully openable contamination
butterfly valve -free M/s. IPMS
at outlet movement of Engineers July 03,
Finish - materials Private 2025
Internal between Limited
Mirror, processes.
External Matt
Provided with
detachable
trolley with
PU Coated
castor Nylon
Wheel
SS 316 Enables
6 Intermediate 650 Lit 2 3,52,000 7,04,000 hygienic and 180 days
Product contamination
Container -free
With movement of
detachable materials M/s. IPMS
trolley having between Engineers July 03,
PU Coated processes. Private 2025
castor Nylon Limited
Wheel
114Bin Blender -
Roller Type –
GMP Model
Single
Column
Mounted M/s. IPMS
Support Engineers July 03,
7 complete with 2000 Lit 1 63,36,000 63,36,000 Ensures Private 2025 180 days
Drive Unit and uniformity and Limited
carrage for homogeneity
having, a) of product
Built in blends.
Hydraulic
Operated
lifting
arrangement
b) Control
Panel, AC
Drive etc.
(With out
Bins) c)
Service Floor
Mounted
MCC Panel in
Powder coated
enclouser and
Operator
consule
Manufacturin
g area
mounted in SS
304 d) Finish -
Internal
Mirror,
External Mat
e) Non FLP
Motor,
Electricals and
Control panel.
SS 316 Enables
8 Intermediate 250 Lit 2 1,81,500 3,63,000 hygienic and 180 days
Product contamination
Container -free
With movement of
detachable materials M/s. IPMS
trolley having between Engineers July 03,
PU Coated processes. Private 2025
castor Nylon Limited
Wheel
IBC Bin
Product Parts
SS-316 Other Enables
9 SS 304 2. 1250 Lit 2 7,59,000 15,18,000 hygienic and 180 days
Fully openable contamination
butterfly valve -free M/s. IPMS
at outlet movement of Engineers July 03,
Finish - materials Private 2025
Internal between Limited
Mirror, processes.
External Matt
115Provided with
detachable
trolley with
PU Coated
castor Nylon
Wheel
Fluid Bed
Processor -
CGMP with
vertical
explosion and
explostion M/s. IPMS
duct extention Engineers July 03,
upto the Private 2025
service floor, Limited
having
standard
electricals and
Enhances
standard
10 120 kg 1 64,20,000 64,20,000 granule 180 days
motor and the
characteristics,
following
ensuring better
features : a)
compression
Insulated APU
and product
with tri-level
stability.
filteration
using 10
microns for air
filteration, 3
microns for
secondary air
filteration and
0.3 micron for
final air
filteration
through HEPA
with
differential
pressure
guages and
radiator coil
for steam
heating. b)
Blower with
standard
electricals c)
Online
slapping
device d)
Pneumatically
operated bag
shaking
arrangement.
e) 1 No.
product
container with
air distribution
plate -
perforted
screen. f)
Exhaust filter
plenum with
116police filter -
EU - 7 and
HEPA filter in
M.S. painted
casing before
blower.
Insulated with
cover.
Solution
Manufacturin
g Vessel: a)
Cylindrical
Critical for
11 vessel with 125 Lit 1 5,06,000 5,06,000 180 days
producing
conical bottom M/s. IPMS
syrups,
- 125 Ltrs Engineers July 03,
suspensions, or
capacity, Private 2025
coating
Jacketd & Limited
solutions.
Insulator
b)
Pneumatically
Operated
Stirrer c) The
loading would
be done
Manually.
d) Non FLP
Motor and
Electricals.
SS 316 Enables
Intermediate hygienic and
12 650 Lit 1 3,52,000 3,52,000 180 days
Product contamination
Container -free
With movement of
detachable materials M/s. IPMS
trolley having between Engineers July 03,
PU Coated processes. Private 2025
castor Nylon Limited
Wheel
13 Automatic 25000 Cap/hr 1 45,54,000 45,54,000 Ensures M/s. May 13, 180 days
Capsule precise dosing Captech 2025
Filling and Systems
Machine efficient
with line capsule filling.
machine
14 Pouch Packing 30-35 1kg 1 55,08,000 55,08,000 Ideal for M/s. July 03, 190 days
Machine Pouch/ single-serve Pakona 2025
(Powder) min or bulk Engineers
pouch (I) Private
packaging. Limited
Jar/ Container Used for M/s. July 03,
15 Packing 40-45 1kg 1 1,22,00,00 1,22,00,00 packing Pakona 2025 190 days
Machine Jar/min 0 0 nutritional Engineers
(Powder) powders like (I) Private
protein Limited
supplements
in jars.
11716 Pouch Packing 35-40 0.5 kg 1 46,33,000 46,33,000 Ideal for M/s. July 03, 190 days
Machine Pouch/ single-serve Pakona 2025
(Powder) min or bulk Engineers
pouch (I) Private
packaging. Limited
0.1kg Provides
17 Pouch Packing 55-60 Pouch/ 1 27,50,000 27,50,000 precise dosing 180 days
Machine min for single- use
(Powder) sachets,
commonly
used for OTC M/s. IPMS
products. Engineers July 03,
Private 2025
Limited
TOTAL 5,20,75,50
0
(A+B+C) (16,47,15,290+2,23,09,009+27,07,654+5,20,75,500) = 24,18,07,453
*Excluding Taxes. Taxes payable on equipments will be paid from the internal accruals of our Company or our WOS. These
are subject to additional costs including freight, transportation costs, packaging and forwarding costs, insurance, customs,
duties and other government levies, as applicable shall be paid by our Company or our WOS from Internal Accruals.
d) General Utility equipment: General utility equipment, including systems for water treatment, compressed air, and power
generation, will be installed. These utilities are critical for the continuous operation of the facility, ensuring that essential
resources are readily available, thus improving operational reliability and energy efficiency.
COSTING-UTILITY EQUIPMENTS
Sr. Equipment Qt UniCapacit UO Supply Supply Installatio Installatio Purpose Quotation Date of Validity
No y t y M Rate Amount n n s Quotatio of
. * Rate Amount n Quotatio
(in ₹) n
(in ₹) (in ₹) (in ₹)
Ensures
1 Air 2 Nos100 CFM 105000 21,00,00 52,500 1,05,000 reliable 180 days
Compressor . 0 0 operation of
machinery
and utilities
while M/s.
meeting IPMS July 03,
GMP Engineers 2025
requirements Private
for Limited
compressed
air quality.
Protects
2 Wet Air 2 Nos3 M3 downstream
Receiver . equipment
and improves
3 Air Dryer 2 Nos100 CFM the
. 6,90,00 13,80,00 70,000 1,40,000 efficiency of M/s. 180 days
0 0 air drying IPMS July 03,
4 Dry Air 2 Nos3 M3 processes. Engineers 2025
Receiver . Ensures Private
compliance Limited
with
cleanroom
and product
quality
standards by
delivering
dry,
118contaminant-
free air.
Enhances
system
efficiency
and provides
a ready
supply of dry
air for
continuous
operations.
5 Pump 1 Nos20 @25 m3/h105000 1,05,000 5,250 5,250 Ensures
(Centrifugal . MWC r efficient and 180 days
) (Working) reliable
6 Pump 1 Nos20 @25 m3/h105000 1,05,000 5,250 5,250 movement of
(Centrifugal . MWC r fluids critical
) (Standby) for M/s.
7 Pump 1 Nos20 @25 m3/h105000 1,05,000 5,250 5,250 manufacturinIPMS July 03,
(Centrifugal . MWC r g and utility Engineers 2025
) (Working) operations. Private
8 Pump 1 Nos20 @25 m3/h105000 1,05,000 5,250 5,250 Limited
(Centrifugal . MWC r
) (Standby)
Ensures
7 Modular 2 Nos75 KL 450000 9,00,000 22,500 45,000 compliance 180 days
tank for Fire . with fire
Water safety
regulations
and provides M/s.
essential fire IPMS July 03,
protection for Engineers 2025
personnel Private
and Limited
equipment.
Ensures
environment
8 ETP 1 Nos- - 365000 36,50,00 3,65,000 3,65,000 al 180 days
. 0 0 compliance
by reducing
the impact of M/s.
effluents. IPMS July 03,
Promotes Engineers 2025
sustainability Private
and Limited
minimizes
risks of
contaminatio
n to water
bodies.
Total 84,50,00 6,76,000
0
(A+B+C+D) (16,47,15,290+2,23,09,009+27,07,654+5,20,75,500+84,50,000+6,76,000) = 25,09,33,453
*Excluding Taxes. Taxes payable on machineries will be paid from the internal accruals of our Company or our WOS
e) HVAC System: The HVAC (Heating, Ventilation, and Air Conditioning) system will be installed to maintain optimal
environmental conditions within the facility. This system will ensure controlled temperature, humidity, and air quality,
thereby enhancing comfort, safety, and productivity for personnel working within the space.
119COSTING-HVAC SYSTEM
Sr.N ITEM QT UNI Supply Supply InstallatioInstallatio Purpose Quotatio Date of Validity
o DESCRIPTION Y T Rate Amount* n Rate n ns Quotatio of
Amount* n Quotatio
(in ₹) (in ₹) (in ₹) n
(in ₹)
AIR
1 HANDLING
UNITS double
skin sandwich-
insulated, single
lower Clean
Room AHUs
shall be suitable Centralized
for Class 100000 units that
application condition
wherever and
applicable. circulate air
1.1 AHU-01 1 Nos. 4,48,660 4,48,660 21,276 21,276 as part of
CAPACITY the HVAC
5300 CFM system.
1.2 AHU-02 1 Nos. 5,92,570 5,92,570 28,100 28,100
CAPACITY
7000 CFM M/s.
1.3 AHU-03 1 Nos. 8,04,202 8,04,202 38,136 38,136 IPMS July 03,
CAPACITY Engineers 2025 180days
9500 CFM Private
1.4 AHU-04 1 Nos. 4,06,334 4,06,334 19,269 19,269 Limited
CAPACITY
4800 CFM
1.5 AHU-05 1 Nos. 4,06,334 4,06,334 19,269 19,269
CAPACITY
4800 CFM
1.6 AHU-06 1 Nos. 6,68,757 6,68,757 31,713 31,713
CAPACITY
7900 CFM
1.7 AHU-07 1 Nos. 6,68,757 6,68,757 31,713 31,713
CAPACITY
7900 CFM
1.8 AHU-08 1 Nos. 2,70,889 2,70,889 12,846 12,846
CAPACITY
3200 CFM
1.9 AHU-09 1 Nos. 6,68,757 6,68,757 31,713 31,713
CAPACITY
7900 CFM
1.10 AHU-10 1 Nos. 6,68,757 6,68,757 31,713 31,713
CAPACITY
7900 CFM
1.11 AHU-11 1 Nos. 2,70,889 2,70,889 12,846 12,846
CAPACITY
3200 CFM
1.12 AHU-12 1 Nos. 9,31,181 9,31,181 44,157 44,157
CAPACITY
11100 CFM
1.13 AHU-13 1 Nos. 9,31,181 9,31,181 44,157 44,157
CAPACITY
11100 CFM
120Ventilation Units Provide
2 with Single Skin fresh air
Cabinet Type, and remove
single phase contaminan
Inline Fan unit ts from
with Provision non-
for Self classified or
supporting general
arrangement areas.
(Supply +
Exhaust)
2.1 VS-01 1 Nos. 5,16,193 5,16,193 25,091 25,091 180days
CAPACITY
20500 CFM
2.2 VS-01 1 Nos. 3,14,752 3,14,752 15,299 15,299
CAPACITY
10000 CFM M/s.
IPMS July 03,
Engineers 2025
Private
Limited
3 Supply &
Installation of Compact
Ducted indoor + HVAC
Outdoor units, systems for
with multi scroll localized
compressors cooling and
3.1 Min. TR 1 Nos. 5,17,759 5,17,759 45,755 45,755 heating.
requirement: 180days
12.6 TR
3.2 Min. TR 1 Nos. 5,17,759 5,17,759 78,207 78,207
requirement:
10.9 TR M/s.
3.3 Min. TR 1 Nos. 3,02,912 3,02,912 78,207 78,207 IPMS July 03,
requirement: 4.2 Engineers 2025
TR Private
Limited
4 Supply &
Installation of Compact
Split AC Units HVAC
outdoor + indoor systems for
units With localized
Cordless Remote cooling and
Controller heating.
4.1 Min. TR 1 Nos. 96,800 96,800 8,916 8,916
requirement:1.3 180days
TR
4.2 Min. TR 1 Nos. 1,06,244 1,06,244 8,916 8,916
requirement: 1.5
TR M/s.
4.3 Min. TR 2 Nos. 1,22,770 2,45,540 8,916 17,832 IPMS July 03,
requirement: 1.7 Engineers 2025
TR Private
4.4 Min. TR 3 Nos. 1,41,568 4,24,704 8,916 26,748 Limited
requirement: 2.0
TR
1215 Supply &
Installation
Outdoor units,
with multi scroll
compressors for
AHU
5.1 AHU-01 1 Nos. 2,01,039 2,01,039 30,367 30,367
CAPACITY - Independen
9TR t cooling
5.2 AHU-02 1 Nos. 2,76,253 2,76,253 41,728 41,728 systems for
CAPACITY- localized
12.4TR use. M/s.
5.3 AHU-03 1 Nos. 3,42,358 3,42,358 51,713 51,713 IPMS July 03,
CAPACITY- Engineers 2025 180days
15.3TR Private
5.4 AHU-04 1 Nos. 1,38,520 1,38,520 20,923 20,923 Limited
CAPACITY-
6.2TR
5.5 AHU-05 1 Nos. 82,099 82,099 12,401 12,401
CAPACITY-
3.7TR
5.6 AHU-06 1 Nos. 3,08,586 3,08,586 46,612 46,612
CAPACITY-
13.8 TR
5.7 AHU-07 1 Nos. 2,63,362 2,63,362 39,781 39,781
CAPACITY-
11.8TR
5.8 AHU-08 1 Nos. 1,14,361 1,14,361 17,274 17,274
CAPACITY-
5.1TR
5.9 AHU-09 1 Nos. 2,66,047 2,66,047 40,186 40,186
CAPACITY-
11.9TR
5.10 AHU-10 1 Nos. 2,73,035 2,73,035 41,242 41,242
CAPACITY-
12.2TR
5.11 AHU-11 1 Nos. 1,20,113 1,20,113 18,143 18,143
CAPACITY-
5.4TR
5.12 AHU-12 1 Nos. 3,73,803 3,73,803 56,463 56,463
CAPACITY-
16.7TR
5.13 AHU-13 1 Nos. 4,21,823 4,21,823 63,716 63,716
CAPACITY-
18.9TR
Supply &
Installation of Transports
6 Seamless heavy 1 Lot 18,24,9118,24,912 8,26,896 8,26,896 refrigerant 180days
2 between the
gauge Copper
condenser
piping, of
and M/s.
adequate size evaporator. IPMS July 03,
duly insulated Engineers 2025
with nitrile Private
Limited
insulation of
adequate
thickness .
(Supply +
122Return). Refnet
joint with Linear
expansion valve
and necessary
accessories
.Charge of
refrigerant Gas
R410/R407 as
per Copper pipe
routing.
7 AHU Expansion
Kit
7.1 AHU-01 1 Nos. 46,416 46,416 10,989 10,989 Facilitates
CAPACITY - AHU
9TR integration 180days
7.2 AHU-02 1 Nos. 63,781 63,781 15,101 15,101 with HVAC
CAPACITY- systems.
12.4TR M/s.
7.3 AHU-03 1 Nos. 79,044 79,044 18,714 18,714 IPMS July 03,
CAPACITY- Engineers 2025
15.3TR Private
7.4 AHU-04 1 Nos. 31,981 31,981 7,572 7,572 Limited
CAPACITY-
6.2TR
7.5 AHU-05 1 Nos. 18,955 18,955 4,488 4,488
CAPACITY-
3.7TR
7.6 AHU-06 1 Nos. 71,246 71,246 16,868 16,868
CAPACITY-
13.8 TR
7.7 AHU-07 1 Nos. 60,805 60,805 14,396 14,396
CAPACITY-
11.8TR
7.8 AHU-08 1 Nos. 26,404 26,404 6,251 6,251
CAPACITY-
5.1TR
7.9 AHU-09 1 Nos. 61,425 61,425 14,543 14,543
CAPACITY-
11.9TR
5.10 AHU-10 1 Nos. 63,038 63,038 14,925 14,925
CAPACITY-
12.2TR
5.11 AHU-11 1 Nos. 27,732 27,732 6,566 6,566
CAPACITY-
5.4TR
5.12 AHU-12 1 Nos. 86,304 86,304 20,433 20,433
CAPACITY-
16.7TR
5.13 AHU-13 1 Nos. 97,391 97,391 23,058 23,058
CAPACITY-
18.9TR
Supply & Transports
8 Installation of conditioned
Ducting with air between
M.S. Angle the AHU
Flanges, Food and
Grade Rubber cleanrooms
Gasket to be
123used between
MS flange. All
Necessary duct
support are part
of the Duct
Installation.
8.1 24G thick duct 250 Sq.m 1,392 34,80,000 760 19,00,000 180days
0
8.2 22G thick duct 300 Sq.m 1,706 5,11,800 760 2,28,000
8.3 20G thick duct 300 Sq.m 1,971 5,91,300 760 2,28,000
M/s.
IPMS July 03,
Engineers 2025
Private
Limited
9 Ducting Minimizes
Insulation heat loss or
including all gain during
accessories. air transport.
9.1 Supply air duct 925 Sq.m 1,114 10,30,450 489 4,52,325 180days
insulation
9.2 Return air duct 925 Sq.m 880 8,14,000 489 4,52,325
insulation
M/s.
IPMS July 03,
Engineers 2025
Private
Limited
Al. Epoxy Distributes 180days
10 Powder Coated 1 Lot 11,92,4811,92,484 1,77,896 1,77,896 supply and
Supply / Return 4 return air
Air Ceiling evenly in
Diffusers of cleanrooms.
powder coated M/s.
aluminum IPMS July 03,
construction. Engineers 2025
Private
Limited
10.1 610 mm x 610 - -
mm filter face
area
10.2 450 mm x 450 - -
mm filter face
area
11 Extruded 1 Lot 1,98,500 1,98,500 59,550 59,550 Regulate 180days
Aluminum Low airflow
Leakage within
Aerofoil Design ducts.
Volume Control
Dampers M/s.
suitable for IPMS July 03,
Manual & Engineers 2025
Motorised Private
operation. Limited
124Fire Dampers Prevent fire
12 shall meet the 1 Lot 2,06,464 2,06,464 23,344 23,344 and smoke 180days
fire resistance
from
rating of 2 hours
spreading
shall be tested
through
and certified by M/s.
CBRI. Fusible ducts. IPMS July 03,
link Engineers 2025
Private
Limited
13 Drain piping, Etc. 1 Lot 1,04,223 1,04,223 27,311 27,311 Removes 180days
condensate
from
HVAC
systems.
M/s.
IPMS July 03,
Engineers 2025
Private
Limited
AHU Panel with Supply and
14 Electrical 1 Lot 20,47,2720,47,275 1,26,470 1,26,470 manage 180days
apparatus & 5 power for
Components of
AHUs and
Suitable Range
ventilation
as Isolator, M/s.
Starter. systems. IPMS July 03,
Engineers 2025
Private
Limited
Supply and
15 Power Panels for 1 Lot 81,242 81,242 9,729 9,729 manage 180days
Ventilation power for
Supply &
AHUs and
Exhaust
ventilation
M/s.
systems. IPMS July 03,
Engineers 2025
Private
Limited
Supply of Duct Provide
16 Mounted finned 1 Lot 4,85,313 4,85,313 50,000 50,000 heating to 180days
tube type
maintain or
Electrical Heater.
achieve
desired
M/s.
temperatureIPMS
July 03,
s. Engineers
2025
Private
Limited
AHU Controls Monitor
including and control
17 1 Lot 5,96,245 5,96,245 29,120 29,120 180days
a) Duct temperature
Mounted Temp
, humidity,
& RH Sensor
and airflow.
125b) Magneh M/s.
lic Guages 0-60 IPMS
July 03,
Pato be installed Engineers
2025
across AHU Private
Filter. Limited
Duct Mounted
Velocity Sensor
Ensure
systems
18 Validation, 1 Lot - 1,23,915 1,23,915 180days
Documentation meet
& Testing of regulatory
HVAC System and
M/s.
performanc IPMS July 03,
e Engineers 2025
requirementPrivate
s. Limited
TOTAL 2,78,60,06 60,41,213
0
(A+B+C+D+E) (16,47,15,290+2,23,09,009+27,07,654+5,20,75,500+84,50,000+6,76,000+2,78,60,060+60,41,213) =
28,48,34,726
*Excluding Taxes. Taxes payable on machineries will be paid from the internal accruals of our Company or our WOS. These
are subject to additional costs including freight, transportation costs, packaging and forwarding costs, insurance, customs,
duties and other government levies, as applicable shall be paid out of Internal Accruals of our Company or our WOS.
f) Electrical facility: The electrical facilities, comprising power distribution panels, lighting systems, and backup power
solutions, will be set up to ensure a stable and continuous power supply throughout the facility. This will enhance operational
continuity, reduce the risk of power outages, and improve overall system reliability.
COSTING-ELECTRICAL SYSTEM
Sr. Description Uni Qty. Supply Supply Installatio Installatio Purpose Quotations Date of Validity
No. t Rate Amount* n n Quotation of
Rate Amount* Quotation
(In ₹) (In ₹)
(In ₹) (In ₹)
1 MV SYSTEM Distributes M/s. IPMS July 03, 180days
1.1 11kV Nos 1 4,20,000 4,20,000 22,500 22,500 electricity Engineers 2025
Metering from the utility Private
Cubicle source to step-Limited
1.2 11kV Nos 1 33,60,000 33,60,000 60,000 60,000 down
Compact transformers
Substation for plant use.
1.3 HT Cable 185 Mtr 20 1,638 32,760 450 9,000
Sq.mm
1.4 Indoor Nos 3 11,050 33,150 7,500 22,500
termination
kit
1.5 Outdoor Nos 1 11,050 11,050 7,500 7,500
termination
kit
1.5 CU Earthpit Nos 10 11,700 1,17,000 4,500 45,000
1.6 25 X 6 Cu Mtr 40 1,383 55,320 68 2,720
Strip
1.7 32 X 6 Cu Mtr 30 2,633 78,990 120 3,600
strip
1.8 32 X 6 GI Mtr 30 254 7,620 120 3,600
Strip
1261.9 Electricity L.S. 1 4,50,000 4,50,000
Board
Approval
2 LV SYSTEM Distributes M/s. IPMS July 03, 180days
power at lower Engineers 2025
2.1 LV
voltages (e.g., Private
MCC/PCC
415V or 230V) Limited
2.1.1 MAIN LT Nos 1 9,37,040 9,37,040 12,750 12,750
to equipment
PANEL
and lighting
2.1.2 APFC Nos 1 5,34,300 5,34,300 12,000 12,000
systems.
PANEL
2.1.3 Process Panel Nos 1 5,40,787 5,40,787 10,500 10,500
2.1.4 HVAC Panel Nos 1 5,08,755 5,08,755 11,250 11,250
2.2 Distribution
Boards
2.2.1 LDB Nos 2 22,402 44,804 2,250 4,500
2.2.2 PDB Nos 3 30,533 91,599 2,250 6,750
2.2.3 UPSDB Nos 2 27,078 54,156 2,250 4,500
2.2.4 Ex Area DB Nos 1 18,749 18,749 2,250 2,250
2.2.5 Main UPSDB Nos 1 14,609 14,609 2,250 2,250
3 UPS & Provides M/s. IPMS July 03, 180days
Battery Bank backup power Engineers 2025
3.1 UPS (20kVA) No 1 3,90,000 3,90,000 13,500 13,500 during outages Private
3.2 Battery Bank No 1 1,95,000 1,95,000 1,500 1,500 or power Limited
with Rack fluctuations to
3.3 Isolators No 3 5,005 15,015 1,500 4,500 prevent
3.4 Cable Mtr 20 1,259 25,180 105 2,100 disruptions.
Transmit M/s. IPMS July 03, 180days
4 Cables Lot 1 27,24,570 27,24,570 8,74,989 8,74,989 electrical Engineers 2025
power and Private
signals Limited
between
equipment and
systems.
Provides M/s. IPMS July 03, 180days
secure Engineers 2025
5 Cable Lot 1 2,41,575 2,41,575 1,05,660 1,05,660 connections at Private
Termination the ends of Limited
cables to avoid
loose or faulty
connections.
Supports and M/s. IPMS July 03, 180days
6 Cable Tray & Lot 1 8,40,672 8,40,672 2,62,449 2,62,449 organizes Engineers 2025
Cover cables to Private
protect them Limited
from damage.
Protect and M/s. IPMS July 03, 180days
7 Conduit & Lot 1 73,515 73,515 64,125 64,125 route electrical Engineers 2025
Accessories wiring, Private
especially in Limited
harsh
environments.
127Safeguards M/s. IPMS July 03, 180days
the facility Engineers 2025
and personnel Private
8 Earthing & Lot 1 13,37,913 13,37,913 17,055 17,055
Lightning by dissipating Limited
System fault currents
and lightning
strikes safely
to the
ground.
9 Lighting Lot 1 18,12,486 18,12,486 1,88,700 1,88,700 M/s. IPMS July 03, 180days
System Engineers 2025
Private
Limited
Provide access M/s. IPMS July 03, 180days
points for Engineers 2025
10 Power Socket Lot 1 5,38,317 5,38,317 75,825 75,825 connecting Private
equipment and Limited
devices to the
power supply.
Connects all M/s. IPMS July 03, 180days
11 Internal Lot 1 17,63,840 17,63,840 18,45,450 18,45,450 electrical Engineers 2025
Wiring components Private
within the Limited
facility.
Allows manual M/s. IPMS July 03, 180days
operation and Engineers 2025
12 Local Control Nos 10 1,235 12,350 450 4,500
monitoring of Private
Station
equipment. Limited
Includes fuses, M/s. IPMS July 03, 180days
13 Electrical Lot 1 1,04,650 1,04,650 9,750 9,750 circuit Engineers 2025
Miscellaneous breakers, and Private
& Safety surge Limited
Accessories protection
devices.
Provides M/s. IPMS July 03, 180days
support Engineers 2025
structures for Private
14 Structural Ton 2 84,500 1,69,000 37,500 75,000
electrical Limited
Steel &
equipment and
Fabrications
cable
management
systems.
Detects and
15 Fire Alarm Lot 1 11,78,710 11,78,710 1,78,650 1,78,650 alerts 180days
System occupants to
fire
hazards.
M/s. IPMS
Engineers July 03,
Private 2025
Limited
128Monitors and
records
16 CCTV System Lot 1 12,58,454 12,58,454 1,71,120 1,71,120 180days
activities for
security and
process
observation. M/s. IPMS
Engineers July 03,
Private 2025
Limited
Manages and
17 Access Lot 1 3,17,876 3,17,876 1,61,258 1,61,258 restricts access 180days
Control & to sensitive
Door areas.
Interlock
System M/s. IPMS
Engineers July 03,
Private 2025
Limited
Facilitates
communication
18 LAN & Lot 1 8,44,682 8,44,682 3,61,850 3,61,850 180days
and data
Telephone
sharing across
System
the facility.
M/s. IPMS
Engineers July 03,
Private 2025
Limited
Broadcasts
announcements
19 PA System Lot 1 5,71,653 5,71,653 90,101 90,101 180days
and emergency
messages.
M/s. IPMS
Engineers July 03,
Private 2025
Limited
TOTAL 2,12,76,147 52,01,252
(A+B+C+D+E+F)
(16,47,15,290+2,23,09,009+27,07,654+5,20,75,500+84,50,000+6,76,000+2,78,60,060+60,41,213+2,12,76,147+52,01,252
) = 31,13,12,125
*Excluding Taxes. Taxes payable on such cost will be paid from our Company or our WOS internal accruals.
g) Mechanical & Piping facility: The mechanical and piping systems, including the installation of pipes, valves, and related
mechanical equipment, will be designed to ensure the efficient distribution of water, gas and other essential fluids. These
systems are crucial for maintaining the operational efficiency of manufacturing processes and ensuring system reliability.
COSTING-MECHANICAL & PIPING
Sr. DESCRIPTION QTY. UNIT Rate Total Purpose Quotations Date of Validity
No. Cost* Quotation of
(In ₹) (In ₹) Quotation
1 COMPRESSOR PIPES &
FITTINGS
SS-304 Pipes, ASTM A312
Gr.304,Sch. 10S,Dimensions
1.1 as per ANSI B 1 Lot 3,25,000 3,25,000
36.19,ERW,Bevelled
129Ends.with all accessories like M/s. IPMS July 03,
all fittings including tees, Delivers Engineers 2025
elbows, reducers, compressed air Private 180days
union,nipples, flanges, rubber to various Limited
gaskets, nuts bolts, washer equipment and
etc. processes.
Sizes From 15 NB To 50NB Supports
GI Pipes, Pipes to IS 1239 part manufacturing,
1.2 - I,Galvanised , ERW, Heavy, 1 Lot 90,000 90,000 cleaning, and
Bevelled end with all control
accessories like all fittings systems.
including tees, elbows,
reducers, union,nipples,
flanges, rubber gaskets, nuts
bolts, washer etc.
Sizes From 15 NB To 50NB
Valves, Accessories and
1.3 Instruments 1 Lot 1,25,000 1,25,000
CS Ball Valves
SS304 TC valve
4) CS Non-return Valve
1.4 Catrige Filters & Misc. 1 Lot 1,50,000 1,50,000
-
2 RAW WATER PIPING, 1 Lot 2,50,000 2,50,000
FITTINGS & VALVES
Supply of Installation of
UPVC Piping of following
sizes. It includes Installation Transports M/s. IPMS
of all fittings like Elbows, untreated water Engineers July 03,
Flanges, Gaskets, Nuts/Bolts , from the source Private 2025
U-clamp as per spec, screws (e.g., municipal Limited 180days
2.1 and other miscellaneous items - supply,
required to complete. borewell, or
Also, reservoir) to the
PP Ball Valves water treatment
PP Butterfly valve system.
PP Y-Type Strainer Serves as the
PP Non-return Valve primary water
PP Foot Valve supply for
Water Meter utility systems
Water Pump and processes.
-
3 DRAIN PIPING , FITTINGS 1 Lot 1,50,000 1,50,000
& VALVES
HDPE PIPE with all elbow, Handles the
Tee, Flanges,Clamp, Nut & safe and
Bolt etc.accessories Also, efficient M/s. IPMS 180days
3.1 Drain trap PP Ball valve - disposal of Engineers July 03,
PP NRV Flanged end. wastewater Private 2025
Pressure Gauge 0 to 10 bar. from Limited
3.2 Submersible sump pump 2 Nos. 60,000 1,20,000 production,
cleaning, and
utility systems.
Ensures
compliance
with
environmental
regulations for
130waste
management.
-
4 PIPE RACK, PLATFORM & 1 Lot 1,50,000 1,50,000 Provides a
SUPPORT STRUCTURE structured
Supply and installation of MS pathway for the 180days
4.1 structure for piperacks which organized
include Beam,channel,angle routing of
and MS plates multiple utility M/s. IPMS
Mechanical Anchor fastener pipes, Engineers July 03,
for supports including Private 2025
compressed air, Limited
raw water,
drain water,
steam, and
other process
lines.
TOTAL 13,60,000 -
(A+B+C+D+E+F+G)
(16,47,15,290+2,23,09,009+27,07,654+5,20,75,500+84,50,000+6,76,000+2,78,60,060+60,41,213+2,12,76,147+52,01,252
+13,60,000) = 31,26,72,125
*Excluding Taxes. Taxes payable on such cost will be paid from our Company or our WOS internal accruals.
h) Firefighting facility: Firefighting systems, including fire sprinklers, alarms, and extinguishing systems, will be installed
throughout the facility. These safety systems are essential for minimizing the risk of fire hazards, ensuring rapid response in
emergencies, and protecting personnel, equipment, and property from fire-related damages.
COSTING-FIRE PROTECTION SYSTEM
Sr. Description Qty Unit Rate Total Purpose Quotations Date of Validity
No. (In ₹) Cost* Quotation of
(In ₹) Quotation
SITC of FIRE PUMPS
Including suction & delivery piping with
1 fittings, flanges and Valves like Gate 1 Lot 24,72,779 24,72,779
valve, Non Return valve, buttrfly valve, Fire pumps
Y-type strainer with matching flanges, boost water
rubber expansion bellows. pressure and M/s. IPMS 180days
Also Air vessel tank of 300NB dia & 1.5 ensure an Engineers July 03,
Mtr height with all necessary adequate Private 2025
arrangements. supply to Limited
1.1 SITC of Hydrant Main Electrical motor firefighting
driven fire pump. systems.
1.2 SITC of Sprinkler Main Electrical motor
driven fire pump
1.3 SITC of Diesel engine driven of End
suction
1.4 SITC of electrical motor driven Hydrant
Jockey pump
1.5 SITC of electrical motor driven Sprinkler
Jockey pump
2 Fire Hydrant System 1 Lot 19,58,573 19,58,573
Including MS ERW Black pipe as per IS
1239, IS 3589 'C' Class pipes & piping Provide water
components like bend, tee, flanges, Also to firefighters
Double Flanged Gate Valves, Wafer type for manual 180days
butterfly valves, "Y" type Strainer, suppression of M/s. IPMS
Swing Type non return valves, Hydrants large fires Engineers July 03,
valves Private 2025
Fixed stand post type water monitor as Limited
per IS: 8442 monitor Fire Brigade Inlet
131Connection (4 way each of 63mm
diameter Fire water tank Filling Inlet
Connection Air Release Valve &
Pressure gauges etc.
3 Sprinkler system 1 Lot 21,60,635 21,60,635
Including MS ERW Black pipe as per IS
1239, IS 3589 'C' Class Heavy Duty Automatically
above ground pipe protection with pipe detect and 180days
fittings. suppress fires
Also Alarm control valve, Wafer type in their early M/s. IPMS
butterfly valves, Swing Type non return stages. Engineers July 03,
valves, with matching flanges Private 2025
SITC of Sprinklers, Vane type Flow Limited
switch
Air Release Valve & Pressure gauges etc.
4 Fire Extinguishers
Supplying of ISI marked & TAC / LPA
approved hand held portable type fire
Extinguishers with required Dicharge Provide a
valves & nozzel having connecting hose portable and 180days
pipes as well as wall mounting / floor 1 Lot 1,26,774 1,26,774 immediate M/s. IPMS
mounting brackets / stands / trolleys as solution for Engineers July 03,
per specifications & TAC Norms. extinguishing Private 2025
6kg capacity ABC type powder fire small fires. Limited
Extinguishers
4.5 kg CO2 type Extinguisher Foam 9 ltr
Extinguisher
6kg clean agent type modular fire
extinguisher
Also, Fire Buckets 9 Ltrs. Capacity
GRAND TOTAL 67,18,761 - -
(A+B+C+D+E+F+G+H)
(16,47,15,290+2,23,09,009+27,07,654+5,20,75,500+84,50,000+6,76,000+2,78,60,060+60,41,213+2,12,76,147+52,01,252
+13,60,000+67,18,761) = 31,93,90,886
*Excluding Taxes. Taxes payable on such cost will be paid from our Company or our WOS internal accruals.
i) Racking System: Racking systems will be designed and installed to provide efficient storage solutions within the facility.
These systems will improve space utilization, organize materials and products more effectively, and streamline inventory
management processes, thus reducing storage costs and improving operational efficiency.
COSTING-RACKING SYSTEM
Date of Validity of
Sr. Description Qty Unit Rate Total Purpose Quotations
Quotation Quotation
No. Cost*
(In
₹) (In ₹)
Design, Supply (Loading, Storage of M/s. Jungheinrich
Transportation, Transit Primary Lift Truck Limited
1 insuarance, Unloading at 1365 Nos. 3,271 44,65,000 Packing July 03, 180days
site), Installation & material, 2025
Commissioning of Single Secondary
Deep Steel Racking System Packing
for accomodating for 1210 materials,
Pallets . As per Drawing Raw
shared material,
Finish
Goods
GRAND TOTAL 44,65,000
(A+B+C+D+E+F+G+H+I)
(16,47,15,290+2,23,09,009+27,07,654+5,20,75,500+84,50,000+6,76,000+2,78,60,060+60,41,213+2,12,76,147+52,01,252
132+13,60,000+67,18,761+44,65,000) = 32,38,55,886
*Excluding Taxes. Taxes payable on such cost will be paid from our Company or our WOS internal accruals.
The actual mode of such deployment has not been finalized as on the date of this Prospectus. ERMPL does not have any
stated dividend policy and our Company cannot be assured of any dividends from such investment. Our Company will remain
interested in ERMPL to the extent of maintaining its existence as our wholly-owned Subsidiary. ERMPL in furtherance of
the above-stated object will enable us to compete effectively, have better control in manufacturing and costs, increase our
visibility and expand our existing customer base.
Our WOS through the Project Report dated July 04, 2025 obtained from the Chartered Engineer has taken the quotations and
cost estimates from suppliers for undertaking civil construction works and procurement of equipment for the proposed
manufacturing unit. However, our WOS is yet to place any orders or enter into definitive agreements or any memorandum
of understanding for the implementation of manufacturing unit and purchase of plant and machinery, See, “Risk Factor –
Our Company or our WOS company have not yet placed orders in relation to Financing the capital expenditure towards
setting up of the Manufacturing Facility for investment in Easy Raw Materials Private Limited (ERMPL). In the event
of any delay in placing the orders, or in the event the vendors are not able to complete the civil construction in a timely
manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be
adversely affected. Our WOS company’s proposed capacity set-up plans are subject to the risk of unanticipated delays in
implementation due to factors including delays in construction, obtaining regulatory approvals in timely manner and cost
overruns.” Under the “Risk Factors” Chapter on page 31. Further, no second-hand or used machinery is proposed to be
purchased out of the Net Proceeds. Each of the plants and machinery mentioned above is proposed to be acquired in a ready-
to-use condition.
Our Promoters, Directors, Key Managerial Personnel and members of Senior Management do not have any interest in the
above mentioned project except to the extent of the shareholding and directorship of two of Promoters, Directors and one of
the Key Managerial Personnel, Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta. Also our Promoters, Directors, Key
Managerial Personnel and members of Senior Management do not have any interest in the entities from whom WOS has
obtained quotations in relation to such activities. Our Company or WOS may in the ordinary course of business enter into
separate arrangements with the third-party vendors for the above-mentioned project at the proposed Manufacturing Facility.
However, as on date of this Prospectus, there are no such arrangements and there is no assurance that we or our WOS will
be able to enter into such arrangements with such third-party vendors. It is undertaken that any such arrangements, if entered
into, shall be entered into by our Company and WOS on an arms’ length basis.
The rationale behind raising funds for investment in our wholly owned subsidiary, Easy Raw Materials Private
Limited (ERMPL), instead of undertaking manufacturing directly under Chemkart India Limited (CIL) is as follows:
ERMPL was incorporated in 2020 with a specific objective to establish a dedicated manufacturing unit for nutraceutical
products. The Company was non-operational during FY 2022, FY 2023, and FY 2024 as it was engaged in identifying a
strategically viable and regulation-compliant location for setting up the plant and thus company was loss making in those
years.
Subsequently, ERMPL successfully participated in a public tender issued by Jawaharlal Nehru Port Authority (JNPA) on
23rd August 2022, and was allotted land through issuance of the first Letter of Allotment (LOA) on 26th May 2023. A formal
lease deed was executed on 28th September 2023, and ERMPL has since been actively progressing with compliance and
infrastructural formalities required to commence operations. These include obtaining the Provisional Fire NOC and
submitting the detailed project report to JNPA for approval. Accordingly, ERMPL remained non-operational purely due to
the time-bound regulatory and infrastructural processes required for greenfield setup.
The decision to undertake manufacturing through ERMPL—set up in a Special Economic Zone (SEZ)—is driven by the
strategic and financial advantages offered under the SEZ framework, including:
• Income tax exemptions on export profits
• Exemption from customs duties on imported capital goods and raw materials
• Operational benefits related to infrastructure, logistics, and single-window clearance mechanisms
At the same time, SEZ units are subject to certain restrictions for domestic sales and trading, which could potentially limit
flexibility if manufacturing were carried out directly by our company. To retain operational agility in domestic trading and
distribution while availing SEZ benefits for exports, the Company strategically decided to separate its trading and
manufacturing activities by operating the SEZ-based manufacturing unit through its wholly owned subsidiary, ERMPL.
This structure enables the Group to optimize both domestic and export operations while ensuring regulatory compliance and
financial efficiency.
133a) Timelines
Engineering Timeline
Phase/Task Time Estimate
Concept Engineering 8-10 weeks
Basic Engineering 18-20 weeks
Detailed Engineering 16-18 weeks
Note: In Concept Engineering, the product range, production capacity, Equipment Location, and space requirements, along
with a rough cost estimate is determined. In Basic Engineering, plant layouts are created, define utility requirements, identify
necessary machines, and refine the budget. In Detailed Engineering, finalization of the plant design, specify equipment and
process flow, ensure compliance with regulations, and planning for procurement is done.
Execution Timeline
Following is the Execution Timeline, expected dates/ month:
Phase/Task Time Estimate Time Estimate in Month
Commencement of Construction Upon receipt of funds Mid of June, 2025 – End of June, 2025
Commencement of MEP, HVAC & Fire Approximately 3–4 months post-Mid of January, 2026 – End of January,
Protection Works construction starts 2026
Completion of Civil Works Estimated 20-25 weeks End of May, 2026 – Start of June, 2026
Installation of Equipments Estimated 3-4 weeks Start of June, 2026 – Start of July, 2026
Completion of MEP, HVAC & Fire
Estimated 2 weeks End of June, 2026 – End of July, 2026
Protection Works
Commissioning of Equipments Estimated 2 weeks End of July, 2026 – End of August, 2026
End of August, 2026 – Mid of
Operationalization of Unit In Financial Year 2026-2027
September, 2026
b) Government and other approvals
In relation to the Project, our WOS is required to obtain the following material approvals from governmental or local
authorities, as applicable, the status of which is provided below and detailed in the Project Report.
Sr. Approval Authority Required At Status
No.
Before Construction Approvals:
1 Building Permission JNPA SEZ Prior to commencement of Received
construction
2 Consent to establish under the Water MPCB Prior to commencement of Received
(Prevention and Control of Pollution) construction
Act, 1974 and the Air (Prevention and
Control of Pollution) Act, 1981
3 Provisional Fire NOC JNPA SEZ Prior to commencement of Received
construction
After Construction Approvals
4 Application for Power JNPA SEZ Before Completion Application to be
filed at relevant stage
5 Application for Water JNPA SEZ Before Completion Application to be
filed at relevant stage
6 Final Fire NOC JNPA SEZ Before Completion Application to be
filed at relevant stage
1347 Consent to operate under the Water MPCB Before Completion Application to be
(Prevention and Control of Pollution) filed at relevant stage
Act, 1974 and the Air (Prevention and
Control of Pollution) Act, 1981
8 FDA Approval for Manufacturing FDA India Before operations Once facility is ready
9 FSSAI License for Food Products FSSAI Before operations Once facility is ready
c) Power and water requirements
ERMPL manufacturing facility at the JNPA Special Economic Zone (SEZ) will benefit from robust and reliable utilities,
ensuring seamless operations. The SEZ is equipped with infrastructure to support industrial activities, including:
Land: Land is available on a 60-year leasehold basis, with eligibility for further extensions as per port land policy guidelines.
The transparent e-tender cum auction process ensures fair allotment of land to investors. We have an area of 4,120 sq.mt
(44,347 Sq. Ft.)
Power Supply: A dedicated power supply of 1 MVA is available for units within the SEZ, ensuring uninterrupted operations
for manufacturing processes which is provided by JNPA and will not be sourced from local authority.
Water Supply: The SEZ provides a water supply of 1 MLPD, meeting the industrial requirements of manufacturing units.
It will be provided by JNPA and will not be sourced from local authority
G. Total employees required for the project
The establishment of the nutraceutical manufacturing unit under Easy Raw Materials Private Limited (ERMPL) at JNPT
SEZ necessitates a strategically phased approach to manpower onboarding. The recruitment plan has been meticulously
aligned with the project lifecycle—ranging from design and regulatory approvals to construction, commissioning, and
eventual commercial operations.
Total Employees Required: 75 (approximately)
The following table outlines the detailed manpower plan, highlighting the position-wise breakdown, qualifications,
experience, roles, and timing of hiring:
Sr. No. of
Position Qualification Experience Role / Responsibility When to Hire
No. Persons
Strategic leadership,
MBA / M.Pharm /
1 Director 2 15–20 years compliance, stakeholder Project Initiation
PhD
engagement
Technical Technical oversight, inter- Design &
2 1 M.Tech / M.Sc. 12+ years
Manager department coordination Development
Administrative Office operations,
3 1 MBA / PG in Admin 8+ years Early Execution
Manager procurement
B.Pharm / M.Pharm / Batch execution, production
4 Production Head 1 12–15 years Commissioning
M.Sc. planning
B.E./B.Tech Engineering design, utilities
5 Engineering Head 1 12+ years Design Phase
(Mech/Electrical) setup
B.Pharm / M.Pharm / QA systems, validation,
6 QA Head 1 12–15 years Late Construction
M.Sc. audits
B.Sc / M.Sc
7 QC Head 1 12–15 years Testing, stability studies Commissioning
(Chem/Microbio)
8 HR Head 1 MBA (HR) 8–10 years Recruitment, HR policies Design Phase
Budgeting, financial
9 Accounts Head 1 CA / MBA (Finance) 10+ years Project Initiation
reporting
135Sr. No. of
Position Qualification Experience Role / Responsibility When to Hire
No. Persons
Line supervision, machine
10 Production Staffs 25 D.Pharm / B.Sc. / ITI 0–3 years Trial Production
operations
B.Com / Diploma in Inventory management,
11 Warehouse Staffs 5 2–5 years Execution Phase
Logistics dispatch
12 Mechanical Head 1 B.E. (Mechanical) 12+ years HVAC and utility planning Design Phase
Power systems and
13 Electrical Head 1 B.E. (Electrical) 12+ years Design Phase
automation
Mechanical B.E./Diploma
14 2 2–5 years Equipment maintenance Execution Phase
Engineers (Mechanical)
Electrical B.E./Diploma Electrical installations and
15 2 2–5 years Execution Phase
Engineers (Electrical) maintenance
Pre-Validation
16 QA Support Staff 4 B.Sc. / M.Sc. 1–3 years SOPs, documentation
Phase
Wet Chemistry B.Sc. / M.Sc. Analytical method Lab
17 1 10+ years
Head (Analytical Chem) development Commissioning
B.Sc. / M.Sc.
18 Microbiologist 1 7+ years Microbial testing Lab Setup Phase
(Microbiology)
Lab
19 QC Support Staff 3 B.Sc. / M.Sc. 1–3 years Sampling and lab testing
Commissioning
HR Support Payroll, recruitment
20 2 BBA / MBA (HR) 1–3 years Execution Phase
Staffs assistance
Chartered
21 1 CA 5–10 years Taxation, audit, compliance Project Initiation
Accountant
Early
22 Sr. Accountant 1 B.Com / M.Com 5–7 years Ledger, vendor payments
Construction
Accounts Support
23 2 B.Com 1–3 years Invoicing, reconciliation Execution Phase
Staff
24 Miscellaneous 2 As required 1–2 years Admin support Execution Phase
Note:
1. Engineering, Technical, and HR Heads are expected to be onboarded in the design and development phase,
anticipated in the coming quarter.
2. Remaining technical, production, and support staff will be phased in closer to commissioning, as per project milestones
and regulatory clearances.
The phased onboarding is designed to optimize operational readiness, avoid idle manpower cost, and ensure each functional
team is engaged precisely when required based on their role in project execution.
136BENEFIT OF CAPEX:
1. Access to an Integrated Supply Chain:
(a) Raw Material Security: ERMPL is set to become a partner in sourcing raw materials, such as amino acids, vitamins,
and nutraceutical ingredients, ensuring the company has a steady and secure supply chain for its operations.
(b) Cost Optimization: By utilizing the benefits of SEZ-based operations, including duty exemptions and tax incentives,
ERMPL is projected to help the Company reduce procurement costs, thereby improving operational margins.
2. Expansion of Product Portfolio:
a) Diverse Offerings: ERMPL’s planned production of finished nutraceuticals and health supplements, such as tablets,
capsules, jars, and sachets, is expected to enhance the Company’s product portfolio and market appeal.
b) Innovation Opportunities: Through collaborative R&D and manufacturing, the partnership will enable the
development of innovative, market-driven products.
3. Enhanced Market Penetration:
a) Global Outreach: With its strategic location in JNPA SEZ and export-oriented infrastructure, ERMPL is positioned
to help the Company strengthen its presence in international markets.
b) Compliance and Quality Assurance: ERMPL’s commitment to obtaining certifications such as GMP, FSSAI, and
FDA will ensure adherence to high standards, elevating the Company’s reputation for quality and reliability.
4. Operational Synergies:
a) Efficient Logistics: Once operational, ERMPL’s warehousing and material handling systems are projected to
streamline logistics for the Company, reducing lead times and operational inefficiencies.
b) Joint Branding Opportunities: The collaboration offers prospects for co-branding and joint marketing efforts,
enhancing the Company’s visibility and market influence.
5. Financial and Strategic Growth:
a) Return on Investment: ERMPL’s future operations are expected to yield steady financial returns, aligning with our
Company’s long-term growth strategy.
b) Strategic Collaboration: The partnership is designed to leverage ERMPL’s manufacturing potential and our
Company’s market expertise, capturing new opportunities in the growing nutraceutical sector.
6. Sustainability and Compliance:
a) Eco-Friendly Practices: ERMPL’s planned integration of renewable energy and sustainable operations aligns with
our Company’s commitment to responsible business practices.
b) Regulatory Alignment: The investment positions our Company to meet evolving regulatory and environmental
standards, ensuring future readiness.
BENEFIT OF CAPEX THROUGH OUR WOS ERMPL
Capex Advantages to our company in Terms of Group-Wide Purchases
1. Bulk Procurement Cost Savings:
• Stronger Negotiation Power: With higher collective purchase volumes of materials used for distribution by our
company and for manufacturing by our WOS ERMPL, this will help in negotiating better bulk pricing from suppliers.
• Lower Per-Unit Cost: Instead of buying materials separately for resale by our company and for in-house use by our
WOS ERMPL, Consolidated bulk purchases will lower the procurement costs.
2. Centralized Sourcing & Supply Chain Efficiency:
• Optimized Inventory Management: Instead of separate inventories for our company and our WOS ERMPL, a
centralized system of inventory will reduce the stockholding costs and wastages of both the companies.
137• Streamlined Logistics: Group-level purchases will enable better freight consolidation, reducing import duties,
shipping, and warehousing expenses.
3. Tax & Duty Benefits on Raw Material Imports:
• SEZ Duty Exemptions: Since our WOS ERMPL’s proposed manufacturing facility is in SEZ area, it can import raw
materials duty-free which will benefit both the company’s overall procurement costs.
• Input Tax Credit Optimization: Our Company and our WOS ERMPL can structure purchases in a way that
maximizes input tax credit (GST benefits) thereby reducing net tax liability.
4. Competitive Advantage & Market Expansion:
• Better Pricing for Customers: Lower raw material costs help offer competitive pricing for finished formulations,
attracting more customers.
• Wider Market Reach: Our Company can use its distribution network to expand ERMPL’s product sales, leveraging
existing B2B relationships.
Key Benefits to our Company:
✓ Increased Business Volume → By providing manufacturing solutions to Indian customers, our Company can generate
additional revenue beyond material sales.
✓ Stronger Customer Retention → Offering end-to-end solutions (raw materials + contract manufacturing) strengthens
customer relationships and reduces churn.
✓ SEZ Export Benefits → Since ERMPL operates in a SEZ area, Indian customers can manufacture duty-free and export-
ready formulations at competitive costs, making our company a preferred partner.
✓ Expansion into International Markets → By facilitating exports for Indian customers, our company indirectly expands its
global market footprint and gains international exposure.
By leveraging ERMPL’s SEZ facility, our company enhances its cost efficiency, market presence, and revenue streams,
positioning itself as a comprehensive solutions provider in the industry.
2. Repayment/prepayment of all or certain of our borrowings availed of by our Company:
Our Board in its meeting dated June 24, 2025, took note that an amount of ₹2,000 Lakhs is proposed to be utilised for
repayment/ prepayment of certain borrowings availed by our Company from the Net Proceeds. Our Company has entered
into financial arrangements from time to time with various banks and financial institutions. The outstanding loan facilities
entered into by our Company include secured and unsecured borrowing in the form of Loan against property of our Company
and personal guarantees of the Directors and Promoters. For further details, please refer “Financial Indebtedness” on page
300 of this Prospectus. As on June 23, 2025, the aggregate outstanding secured borrowings of our Company, is ₹ 2,036.65
Lakhs.. Our Company proposes to utilise an estimated amount of ₹ 2,000 Lakhs from the Net Proceeds towards part or full
repayment and/or pre-payment of borrowings availed by us.
Given the nature of these borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts under
these borrowings may vary after payment of due instalments. In light of the above, at the time of filing the Prospectus, the
table below shall be suitably updated to reflect the revised amounts or loan as the case may be which have been availed by
us.
We believe that such repayment and/or pre-payment will help reduce our outstanding indebtedness, debt servicing costs
assist us in maintaining a favourable debt-to-equity ratio and enable utilization of some additional amount from our internal
accruals for further investment in our business growth and expansion. Additionally, we believe that since our debt-equity
ratio will improve significantly, it will enable us to raise at competitive rates in the future to fund potential business
development opportunities and plans to grow and expand our business in the future. The following table provides the details
of outstanding borrowings availed of by our Company which are proposed to be repaid or prepaid, in full or in part, from the
Net Proceeds:
The details of the outstanding loans of our Company, as on June 23, 2025, which are proposed for repayment or prepayment,
in full or in part from the Net Proceeds are set forth below. The loan facilities are listed below in no particular order of
priority.
(₹ in Lakhs)
138Actual
Amount
Nam Nature Rate Date Date of Utilisat
Amt outstand Prepayment
e of of of Tenu of Disburse Purpo ion of
Sanctio ing as on Penalty/Cond
Lend borrow Intere re Sancti ment of se loan
ned June 23, ition
er ing st* on Loan procee
2025
ds
ICICI Cash Repo NA Jan 21, Oct 31, 2,900.00 2,036.65 Worki Workin NA
Bank Credit Rate* - 2022 2022 ng g
Limit 6.50% Capita Capital
ed + l
Spread
Rate -
2.60%
Total 2,900.00 2,036.65
Note: As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor by way of their certificate dated
June 23, 2025.
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate
from the statutory auditor certifying the utilization of loan for the purpose availed, our Statutory Auditors have confirmed
that the loans have been utilised for the purpose for which it was availed pursuant to their certificate dated June 23, 2025.
Except as disclosed above, our Promoters, Directors and Key Managerial Personnel and Senior Management do not have
any interest in the above-mentioned repayment/pre-payment of loan.
3. General Corporate Purposes:
We propose to deploy the balance Net Proceeds, aggregating to ₹ 26.74Lakhs towards general corporate purposes to drive
our business growth. As per the applicable laws, we shall utilise the remaining Net Proceeds, for general corporate purpose
including but not restricted to, meeting operating expenses, initial development costs for projects other than the identified
projects, and the strengthening of our business development and marketing capabilities, meeting exigencies, which the
Company in the ordinary course of business may not foresee or any other purposes as approved by our Board of Directors,
subject to compliance with the necessary provisions of the Companies Act and SEBI ICDR regulations and amendments
thereto.
We confirm that any offer related expenses shall not be considered as a part of General Corporate Purpose. Further, we
confirm that the amount for general corporate purposes, as mentioned in this Prospectus, shall not exceed fifteen percent of
the amount being raised by our Company or ₹ 10 Crores, whichever is less.
ESTIMATED OFFER RELATED EXPENSES
The Total expenses for this Offer are estimated to be approximately Rs. 952.93 Lakhs which is 11.90 % of the Offer Size.
All the Offer related expenses shall be proportionately met out from proceeds of the Offer as per applicable laws. The break-
up of the same is as follows:
Particulars Estimated As a % of total As a % of
expenses (₹ In estimated the total
Lakhs) Offer related Offer size
expenses
Book Running Lead Manager Fees which includes the following:
a. Merchant Banking Fees 505.01 53.00% 6.31%
b. Underwriting Fees 400.42 42.02% 5.00%
c. Fees payable to Market Maker to the Offer 15.00 1.57% 0.19%
d. Fees payable to Registrar to the offer 2.00 0.21% 0.02%
e. Fees payable for Advertising and Marketing expenses 3.00 0.31% 0.04%
Fees payable to Regulators including stock exchanges and 10.50 1.10% 0.13%
depositories
Payment for Printing and stationery, postages, etc. 1.00 0.10% 0.01%
Fees payable to Statutory Auditors, Legal Advisors and other 4.00 0.42% 0.05%
professionals
139Particulars Estimated As a % of total As a % of
expenses (₹ In estimated the total
Lakhs) Offer related Offer size
expenses
Others, if any (Brokerage, selling, commission, etc.) 12.00 1.26% 0.15%
Total Estimated Offer Expenses 952.93 100.00% 11.90 %
The fund deployed out of internal accruals up to July 09, 2025 is ₹ 39.61 Lakhs towards issue expenses vide certificate dated
July 09, 2025 having UDIN: 25165275BMLCUI9280 received from M/s. Mehta & Associates, Chartered Accountants,
Statutory Auditor, and the same will be recouped out of issue expenses.
Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs:
1) SCSBs will be entitled to a processing fee of ₹10/- per Application Form for processing of the Application Forms only
for the Successful Allotments procured by other Application Collecting Intermediary and submitted to them.
2) Selling commission payable to Registered broker, SCSBs, RTAs, CDPs on the portion directly procured from Individual
Investors and Non-Institutional Investors, would be 0.01% on the Allotment Amount.
3) No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
4) The commission and processing fees shall be released only after the SCSBs provide a written confirmation to the Book
Running Lead Manager not later than 30 days from the finalization of Basis of Allotment by Registrar to the Issue
incompliance with SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
5) Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Other than the listing fees which will be borne solely by the Company, all costs, charges, fees and expenses relating
to the Offer, including, among other things, filing fees, book building fees and other charges, fees and expenses of the SEBI,
the Stock Exchange, the RoC and any other Governmental Authority, advertising, printing, road show expenses,
accommodation and travel expenses, fees and expenses of the legal counsel, fees and expenses of the statutory auditors,
registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs,
syndicate members, Self-Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or
third party in connection with the Offer shall be borne by the Company and the Promoter Selling Shareholders in proportion
to the number of Equity Shares offered and/or transferred by the Company and Promoter Selling Shareholders in the Offer,
respectively, except as may be prescribed by the SEBI or any other regulatory authority.
The Promoter Selling Shareholders agree that they shall reimburse the Company for any expenses in relation to the Offer
paid by the Company on behalf of the Promoter Selling Shareholders directly from the Public Offer Account. In the event
that the Offer is postponed or withdrawn or abandoned for any reason or the Offer is not successful or consummated, all
costs and expenses with respect to the Offer shall be borne by the Company and the Promoter Selling Shareholders on pro
rata basis, in proportion to the number of Equity Shares offered and Allotted by our Company through the Fresh Issue and
sold by the Promoter Selling Shareholders through the Offer for Sale, including but not limited to, the fees and expenses
of the BRLMs and the legal counsel in relation to the Offer, in such manner as agreed.
APPRAISAL
None of the Objects have been appraised by any bank or financial institution or any other independent third-party
organization. The funding requirements of our Company and the deployment of the proceeds of the Offer are currently based
on the management estimates. The funding requirements of our Company are dependent on a number of factors which may
not be in the control of our management, including variations in interest rate structures, changes in our financial condition
and current commercial conditions and are subject to change in light of changes in external circumstances or in our financial
condition, business or strategy for further details, please see Risk Factor no. 41 “Within the parameters as mentioned in the
chapter titled “Objects of the Offer” beginning on page 99 of this Prospectus, our Company’s management will have
flexibility in applying the proceeds of the Offer. The fund requirement and deployment mentioned in the Objects of this Offer
have not been appraised by any bank or financial institution”. in the “Risk Factor” Chapter on page no. 31 of this Prospectus.
SHORTFALL OF FUNDS
140Any shortfall in meeting the fund requirements will be met by way of internal accruals and or unsecured Loans.
BRIDGE FINANCING FACILITIES
As on the date of this Prospectus, we have not raised any bridge loans which are proposed to be repaid from the Net Proceeds.
MONITORING UTILIZATION OF FUNDS
In accordance with Regulation 262 of the SEBI (ICDR) Regulations and amendments thereto, our Company have appointed
Brickwork Ratings India Private Limited as a Monitoring Agency for monitoring the utilisation of Fresh Issue, as the
proposed Fresh Issue exceeds ₹ 5,000 Lakhs. Our Audit Committee and the Monitoring Agency will monitor the utilisation
of the Fresh Issue Proceeds and the Monitoring Agency shall submit the report required under Regulation 262(2) of the SEBI
ICDR Regulations and amendments thereto, on a quarterly basis, until such time as the Fresh Issue Proceeds have been
utilised in full in the format specified in Schedule XI of SEBI ICDR Regulations.
In accordance with Regulation 262(3) and (4) of the SEBI (ICDR) Regulations read with SEBI (ICDR) (Amendments)
Regulations, 2025, the board of directors and the management of the issuer shall provide their comments on the findings of
the monitoring agency as specified in Schedule XI as per SEBI ICDR Regulations. Our Company will, within forty five days
from the end of each quarter, publicly disseminate the report of the monitoring agency by uploading the same on its
website as well as submitting the same to the BSE.
INTERIM USE OF PROCEEDS
Pending utilization of the Issue proceeds of the Offer 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 or investing in any real estate product or real estate linked products.
VARIATION IN OBJECTS
In accordance with Section 13(8) and 27 of the Companies Act, 2013, our Company shall not vary the objects of the Offer
without our Company being authorized 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 and shall be published in accordance with the Companies Act and the rules there under. As per the
current provisions of the Companies Act, our Promoters or controlling Shareholders would be required to provide an exit
opportunity to such shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as
may be prescribed by SEBI, in this regard.
OTHER CONFIRMATIONS
There are no material existing or anticipated transactions with our Promoters, our Directors, our Company’s key Managerial
personnel and Group Companies, in relation to the utilization of the Net Proceeds. No part of the proceeds of the Offer will
be paid by us to the Promoter and Promoter Group, Group Companies, the Directors, associates or Key Management
Personnel, except in the normal course of business and in compliance with applicable law.
141BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company and Selling Shareholders in consultation with the Book
Running Lead Manager on the basis of an assessment of market demand for the Equity Shares offered through the Book
Building Process and on the basis of the qualitative and quantitative factors as described below. The face value of the Equity
Shares of our Company is ₹10/- each and the Offer Price is 23.6 times of the face value at the lower end of the Price Band
and 24.8 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
Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our
Business” beginning on page 31 and 265, 302 and 182 respectively, of this 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 Offer Price are:
1. Diversified product portfolio;
2. In house processing and warehousing capabilities;
3. Value proposition for Customers
For further details regarding the qualitative factors, which form the basis for computing the Offer Price, please see chapter
titled “Our Business” beginning on page 182 of this Prospectus.
QUANTITATIVE FACTORS
The information presented in this chapter is derived from Company’s Restated Consolidated Financial Statements for the for
the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023, has been prepared in accordance with
Indian GAAP and in terms of the requirements of the Companies Act, SEBI ICDR Regulations and amendments thereto and
the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI as amended from time to time.
For more details on financial information, investors please refer the chapter titled “Restated Financial Information”
beginning on page 265 of this 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 Offer Price are as follows:
1. Adjusted Earnings / (Loss) Per Share (“EPS”) and Adjusted Diluted EPS
As per Restated Financial Statements – Post Bonus
Basic & Diluted Weights
Particulars
EPS (in ₹)
March 31, 2025 25.54 3
March 31, 2024 15.28 2
March 31, 2023 8.06 1
Weighted Average 19.21
Notes:
1. 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
2. Earnings per Equity Share = Profit for the year / Weighted average number of equity shares outstanding during the
year.
3. Basic and diluted Earnings per Equity Share are computed in accordance with Accounting Standard 20.
4. The basic and diluted Earnings per Equity Share for the current period and previous period/year presented have been
calculated/restated after considering the bonus issue.
5. The face value of each Equity Share is ₹10/-.
1422. Price Earnings Ratio (“P/E”) in relation to Price Band of ₹ 236.00/- to ₹ 248.00/- per Equity Share of ₹ 10/- each
fully paid-up:
(P/E) Ratio at the P/E) Ratio at the
Particulars Floor Price Cap Price
(no. of times) (no. of times)
Based on Restated Financial Information
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2024-25 9.24 9.71
P/E ratio based on the Weighted Average Basic & Diluted EPS 12.28 12.90
Note: P/E ratio has been computed dividing the price per share by Earnings per Equity Share.
3. Industry P/E Ratio
There are no listed companies in India that are engaged in a business similar to that of our Company. Accordingly, it is not
possible to provide industry P/E.
4. Return on Net worth (RoNW)
As per Restated Consolidated Financial Information
Particulars RONW (%) Weights
March 31, 2025 45.52% 3
March 31, 2024 50.04% 2
March 31, 2023 52.84% 1
Weighted Average 48.25%
Note: Return on Net Worth (%) = Profit for the year / Net Worth at the end of the period/year.
5. Net Asset Value (NAV)
As per Restated Consolidated Financial Information
Financial Year NAV (₹)
March 31, 2025 56.10
March 31, 2024 30.55
March 31, 2023 15.26
Net Asset Value per Equity Share after the Offer at Floor Price 88.41
Net Asset Value per Equity Share after the Offer at Cap Price 90.99
Offer Price 248.00
Notes: Net Asset Value per Equity Share (in ₹) = Net Worth at the end of the year / Weighted number of equity shares
outstanding at the end of the year.
6. Comparison of accounting ratios with listed industry peers
NAV
Face Basic & PE
CMP per
Name of Company Value Diluted EPS Ratio RoNW(%)
(₹) Share
(₹) (₹) (times)
(₹)
Chemkart India Limited 248 10 25.54 9.71 45.52% 56.10
There are no listed companies in India that are engaged in a business similar to that of our Company. Accordingly, it is
not possible to provide a comparison of key performance indicators of industry with our Company.
Notes:
1) The figures for our company are based on Restated Consolidated Financial Statements for the year ended March 31,
2025 after considering the bonus issue of shares.
2) Restated Profit for the year attributable to equity shareholders divided by Net Worth of our Company.
1433) Net asset value per equity share is calculated as net worth as of the end of relevant year divided by the weighted average
number of equities shares outstanding at the end of the year.
4) Price Earning (P/E) Ratio in relation to the Offer Price of Rs. 248/- per share.
5) The Price Band determined by our Company and the Selling Shareholder in consultation with the Book Running Lead
Manager is justified by our Company and Selling Shareholders in consultation with the Book Running Lead Manager
on the basis of the above parameters.
The face value of our share is ₹10/- per share and the Offer Price is of ₹ 248/- per share are 24.8 times of the face value.
Investor should read the above-mentioned information along with the section titled “Risk Factors” beginning on page 31 of
this Prospectus and the financials of our Company including important profitability and return ratios, as set out in the chapter
titled “Restated Financial Information” beginning on page 265 of this Prospectus.
7. Key Performance Indicators (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyse the business performance,
which in result, help us in analysing the growth of various verticals. The KPIs disclosed below have been approved by a
resolution of our Audit Committee dated June 20, 2025 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 financial years
prior to the date of filing of this Prospectus. Further, the KPIs herein have been certified by our Peer review Auditors, M/s.
Bagaria & Co LLP, Chartered Accountants by their certificate dated June 20, 2025.
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 – Key Performance Indicators” on pages 182 and 302 of this
Prospectus, respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” on page
1 of this 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 utilisation of the proceeds of the Offer as per the disclosure
made in the chapter titled “Objects of the Offer”, 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.
(a) A list of our KPIs, on restated consolidated financials is set out below for the indicated periods below:
(₹ in Lakhs, otherwise mentioned)
Key Financial Performance March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations (Rs. lakhs) (1) 20,327.85 13,202.69 13,137.78
EBITDA (Rs. lakhs) (2) 3,276.33 2,091.20 1,104.99
EBITDA Margin (%) (3) 16.12% 15.84% 8.41%
PAT (Rs. lakhs) (4) 2,425.75 1,451.82 766.02
Net Profit Ratio (times) (5) 0.12 0.11 0.06
Return on equity (times) (6) 0.59 0.67 0.72
Return on capital employed (times) (7) 0.49 0.51 0.43
Debt-Equity Ratio (times) (8) 0.32 0.43 0.78
Net fixed asset turnover ratio (times) (9) 23.40 24.81 23.68
Current Ratio (times) (10) 2.36 1.99 1.41
As certified by M/s. Bagaria & Co LLP, Chartered Accountants, by way of their certificate dated June 20, 2025.
Notes:
(1) Revenue from operation means revenue from sale of our products
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT is calculated as PBT – Total Tax expense
(5) Net profit ratio is calculated by dividing Net Profit to Revenue from Operations
(6) Return on Equity is calculated by comparing the proportion of net income after tax against the amount of average
shareholder equity
144(7) Return on Capital Employed is calculated as follows: Profit before tax + Finance Costs (EBIT) divided by (Tangible Net
Worth + Total Debt + Deferred Tax Liabilities)
(8) Debt to Equity ratio is calculated as Total Debt divided by equity
(9) Net Fixed asset turnover ratio is calculated by dividing the Revenue from Operations by net Fixed Assets of the Company
(10) Current Ratio is calculated by dividing Current Assets to Current Liabilities
(b) Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and
assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Financial Information. We use these KPIs to evaluate our performance. Some of these KPIs are not
defined under applicable Accounting Standards and are not presented in accordance with applicable Accounting Standards.
These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other
companies and hence their comparability may be limited. Although these KPIs are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool
for investors to use in evaluating our ongoing results, when taken collectively with financial measures prepared in accordance
with applicable Accounting Standards.
Explanations for the certain financial data based on Restated Consolidated Financial Information
Key Financial Performance Explanations
Financial KPIs
Revenue from Operations 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
PAT Profit after tax provides information regarding the overall profitability of the
business
Net profit ratio (times) measures how many times the net profit covers the revenue — essentially showing
the proportion of revenue that translates into net profit.
Return on equity (times) measures how many times the net profit covers the shareholders' equity —
essentially showing how efficiently a company uses its equity base to generate
profits.
Return on capital employed (times) Return on capital employed is a financial ratio that measures our company’s
profitability in terms of all of its capital
Debt-Equity Ratio (times) Debt / Equity Ratio is used to measure the financial leverage of the Company and
provides comparison benchmark against peers
Net fixed asset turnover ratio (times) Net fixed asset turnover ratio is indicator of the efficiency with which our company
is able to leverage its assets to generate revenue from operations
Current Ratio (times) The current ratio is a liquidity ratio that measures our company’s ability to pay
short-term obligations or those due within one year
(c) Comparison with Listed Industry Peers
There are no listed companies in India that engage in a business similar to that of our Company. Accordingly, it is not
possible to provide a comparison of key performance indicators of industry with our Company.
8. Justification for Basis for Offer price
a) The price per share of our Company based on the primary/ new issue of shares (equity / convertible securities),
excluding shares issued under ESOP/ESOS and issuance of bonus shares
There has been no issuance of Equity Shares (excluding shares issued under ESOP/ESOS/SAR and issuance of bonus shares)
during the 18 months preceding the date of this 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-offer capital before such transaction(s) and
145excluding employee stock options, employee stock purchase or stock appreciation rights granted but not vested), in a single
transaction or multiple transactions combined together over a span of 30 days.
b) The price per share of our Company based on the secondary sale / acquisition of shares (equity shares)
There have been no secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter group,
selling shareholders 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 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-offer share capital before such transaction/s and excluding employee stock options employee stock purchase or
stock appreciation rights granted but not vested), in a single transaction or multiple transactions combined together over a
span of rolling 30 days.
c) Since there are no such transaction to report to under (a) and (b), the following are the details of the basis of the
last five primary and secondary transactions (secondary transactions where promoters, promoter group or
shareholder(s) having the right to nominate director(s) on our Board, are a party to the transaction), not older
than three years prior to the date of this Prospectus irrespective of the size of transactions:
Primary Transactions:
Bonus Issue of 81,42,000 Equity Shares of face value of Rs. 10/- each in the ratio of 6:1 i.e., 6 Bonus Equity Shares for each
Equity Shares held, allotted on December 27, 2024:
Sr. No Name No. of Equity Shares
1. Mr. Ankit Shailesh Mehta 40,70,970
2. Ms. Parul Shailesh Mehta 40,71,000
3. Mr. Shailesh Vinodrai Mehta 06
4. Ms. Jaini Shailesh Mehta 06
5. Mr. Mikit Bharat Bhayani 06
6. Ms. Bhavna Bharat Bhayani 06
7. Mr. Bharat Dhirajlal Bhayani 06
Total 81,42,000
Secondary Issuances
Sr. Name of Shareholder Date of Promoter/ Number of Number of Subscribed/
No. Transaction Promoter Equity Equity Acquired/
Group/ Shares Shares Sold Transferred
Director Subscribed
to/ Acquired
1. Mr. Ankit Shailesh Mehta August 16, Promoter, - (1) Transferred to
2 024 Chairman and Mr. Shailesh
Managing Vinodrai
Director Mehta
- (1) Transferred to
Ms. Jaini
Shailesh
Mehta
- (1) Transferred to
Mr. Mikit
Bharat
Bhayani
- (1) Transferred to
Mr. Bharat
Dhirajlal
Bhayani
- (1) Transferred to
Ms. Bhavna
146Bharat
Bhayani
2. Mr. Shailesh Vinodrai August 16, Promoter and 1 - Transfer from
Mehta 2024 Executive Mr. Ankit
Director Shailesh
Mehta
3. Ms. Jaini Shailesh Mehta August 16, Promoter 1 - Transfer from
2024 Group Mr. Ankit
Shailesh
Mehta
4. Ms. Bhavna Bharat August 16, Promoter 1 - Transfer from
Bhayani 2024 Group Mr. Ankit
Shailesh
Mehta
5. Mr. Mikit Bharat Bhayani August 16, Public 1 - Transfer from
2024 Shareholder Mr. Ankit
Shailesh
Mehta
6. Mr. Bharat Dhirajlal August 16, Public 1 - Transfer from
Bhayani 2024 Shareholder Mr. Ankit
Shailesh
Mehta
d) Weighted average cost of acquisition (“WACA”), floor price and cap price
Weighted average cost of acquisition of Equity Shares based on primary/ secondary transaction(s), as disclosed in paragraph
above, are set out below:
Types of transactions Weighted average Floor Price Cap Price
cost of acquisition (₹ (₹ 236.00/-) (₹ 248.00/-
per Equity Share)** )
Weighted average cost of acquisition for last 18 months for
primary / new issue of shares (equity/ convertible securities),
excluding shares issued under an employee stock option plan/
employee stock option scheme, employee stock purchase or stock
appreciation rights, and issuance of bonus shares, during the 18
months preceding the date of this Prospectus, where such issuance
NA NA NA
is equal to or more than five per cent of the fully diluted paid-up
share capital of our Company (calculated based on the pre-issue
capital before such transaction/s and excluding employee stock
options, employee stock purchase or stock appreciation rights
granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days
Weighted average cost of acquisition for last 18 months for
secondary sale / acquisition of shares equity/convertible
securities), where our Promoters or Promoter Group entities or
Selling Shareholders or shareholder(s) having the right to
nominate director(s) in our Board are a party to the transaction
(excluding gifts), during the 18 months preceding the date of this
Prospectus, where either acquisition or sale is equal to or more NA NA NA
than five per cent of the fully diluted paid-up share capital of our
Company (calculated based on the pre-issue capital before such
transaction/s and excluding employee stock options, employee
stock purchase or stock appreciation rights granted but not
vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days*
Since there were no primary or secondary transactions of equity shares of the Company during the 18 months preceding
the date of filing of this Prospectus, the information has been disclosed for price per share of the Company based on the
last five primary or secondary transactions (secondary transactions where Promoter /Promoter Group entities or Selling
147Types of transactions Weighted average Floor Price Cap Price
cost of acquisition (₹ (₹ 236.00/-) (₹ 248.00/-
per Equity Share)** )
Shareholders or Shareholder(s) having the right to nominate director(s) on our Board, are a party to the transaction), not
older than three years prior to the date of filing of this Prospectus irrespective of the size of the transaction.
• Based on primary transactions Nil Nil Nil
• Based on secondary transactions 10.00 23.60 24.80
**As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditors, by way of their certificate dated July
09, 2025.
e) Explanation for Cap Price being Nil 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 2025, 2024 and 2023.
₹ 248/-
f) The Offer Price is 24.8 times of the face value of the equity shares
The face value of our share is ₹ 10/- per share and the Offer Price is of ₹ 248/- per share i.e., 24.8 times of the face value.
Our Company and Selling Shareholders in consultation with the Book Running Lead Manager believes that the Offer Price
of ₹ 248/- per share for the Public Offer 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 31 of this
Prospectus and the financials of our Company including important profitability and return ratios, as set out in the chapter
titled “Restated Financial Information” beginning on page 265 of this Prospectus.
148STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors,
Chemkart India Limited
Office No. 403/404, 4th Floor, K.L. Accolade,
6th Road, TPS III, Santacruz (East),
Mumbai - 400055, Maharashtra, India.
Dear Sirs,
Sub: Statement of Tax Benefits (‘The Statement’) available to Chemkart India Limited (“The Company”) and its
shareholders under the Direct and Indirect Tax Laws in India
We hereby report that the enclosed annexure prepared by the management of Chemkart India Limited, 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 fulfil.
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:
a) The Company or its shareholders will continue to obtain these benefits in future; or
b) The conditions prescribed for availing the benefits have been/would be met.
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.
Limitations:
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 Offer Document 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.
This statement has been prepared solely in connection with the Proposed Issue by the Company under the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
149ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS
The information provided below sets out the special tax benefits available to the Company and the Equity Shareholders under
the Income Tax Act, 1961 presently in force in India. It is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications
of an investment in Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a
direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.
A. SPECIAL DIRECT AND INDIRECT TAX BENEFITS TO THE COMPANY:
Under the Income Tax Act, 1961 (“the Act”)
Special tax benefits available to the Company
➢ The Company is not entitled to any special tax benefits under the Income Tax Act, 1961 and GST Act.
B. SPECIAL DIRECT AND INDIRECT TAX BENEFITS TO THE SHAREHOLDERS:
➢ The Shareholders of the Company are not entitled to any special tax benefits under the Income Tax Act, 1961 and GST
Act.
NOTES:
1. The above Annexure of special tax benefits sets out the provisions of Tax Laws in a summary manner only and is not a
complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
2. The above Annexure covers only the special tax benefits under the Act, read with the relevant rules, circulars and
notifications and does not cover any benefit under any other law in force in India. This Annexure also does not discuss
any tax consequences, in the country outside India, of an investment in the shares of an Indian company.
3. The above Annexure of special tax benefits is as per the current direct tax laws relevant for the assessment year 2024-
25. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under
the relevant provisions of the Tax Laws.
4. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits
available under the relevant Double Taxation Avoidance Agreement, if any, entered into between India and the country
in which the non-resident has fiscal domicile.
5. A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (‘the Amendment Act, 2019’)
with effect from Financial Year 2019-20 granting an option to domestic companies to compute corporate tax at a reduced
rate of 25.168% (22% plus surcharge of 10% and cess of 4%), provided such companies do not avail specified
exemptions/ incentives. The option under section 115BAA of the Act once exercised cannot be subsequently withdrawn
for any future financial year. The Amendment Act, 2019 further provides that domestic companies availing such option
will not be required to pay Minimum Alternate Tax (‘MAT’) under Section 115JB. The CBDT has further issued
Circular 29/2019 dated October 02, 2019 clarifying that since the MAT provisions under Section 115JB itself would not
apply where a domestic company exercises option of lower tax rate under Section 115BAA, MAT credit would not be
available.
In such a case, the Company is not allowed to claim any of the following deductions/ exemptions under the Act:
✓ Deduction under the provisions of Section 10AA.
✓ Deduction under clause (iia) of sub- section (1) of Section 32 (additional depreciation).
✓ Deduction under section 32AD or Section 33AB or Section 33ABA
✓ Deduction under section 35AD or Section 35CCC
✓ Deduction under section 80G
Lower corporate tax rate under Section 115BAA of the Act and Minimum Alternate Tax ('MAT') credit under section
115JAA of the Act which are in general available and hence may not be treated as special tax benefits.
The Company has evaluated and decided to exercise the option permitted under Section 115BAA of the Act for the
purpose of computing its income-tax liability for the Financial Year 2020-21 and onwards.
1506. This Annexure is intended only 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 tax consequences, each investor is advised
to consult his or her tax advisor with respect to specific tax consequences of his/her investment in the shares of the
Company.
7. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. The views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not
assume responsibility to update the views consequent to such changes.
For Bagaria & Co LLP
Chartered Accountants
FRN: 113447W/W-100019
Mohak Goel
Partner
Membership No: 159883
UDIN: 25159883BMITDC4549
Place: Mumbai
Date: June 20, 2025
151SECTION VI – ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this chapter has been extracted from the websites of and publicly available documents from various
sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person
connected with this Offer has independently verified the information provided in this chapter. Industry sources and
publications, referred to in this chapter, generally state that the information contained therein has been obtained from
sources generally believed to be reliable but their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured, and, accordingly, investment decisions should not be based on such information.
GLOBAL ECONOMIC OVERVIEW
Forces Shaping the Outlook
The global economy is holding steady, although the degree of grip varies widely across countries. Global GDP growth in the
third quarter of 2024 was 0.1 percentage point below that predicted in the October 2024 WEO, after disappointing data
releases in some Asian and European economies. Growth in China, at 4.7 percent in year-over-year terms, was below
expectations. Faster-than-expected net export growth only partly offset a faster-than-expected slowdown in consumption
amid delayed stabilization in the property market and persistently low consumer confidence. Growth in India also slowed
more than expected, led by a sharper-than-expected deceleration in industrial activity. Growth continued to be subdued in
the euro area (with Germany’s performance lagging that of other euro area countries), largely reflecting continued weakness
in manufacturing and goods exports even as consumption picked up in line with the recovery in real incomes. In Japan,
output contracted mildly owing to temporary supply disruptions. By contrast, momentum in the United States remained
robust, with the economy expanding at a rate of 2.7 percent in year-over-year terms in the third quarter, powered by strong
consumption. Global disinflation continues, but there are signs that progress is stalling in some countries and that elevated
inflation is persistent in a few cases. The global median of sequential core inflation has been just slightly above 2 percent for
the past few months. Nominal wage growth is showing signs of moderation, alongside indications of continuing
normalization in labor markets. Although core goods price inflation has fallen back to or below trend, services price inflation
is still running above pre–COVID-19 averages in many economies, most notably the United States and the euro area. Pockets
of elevated inflation, reflecting a range of idiosyncratic factors, also persist in some emerging market and developing
economies in Europe and Latin America.
Where inflation is proving more sticky, central banks are moving more cautiously in the easing cycle while keeping a close
eye on activity and labor market indicators as well as exchange rate movements. A few central banks are raising rates,
marking a point of divergence in monetary policy.
Global financial conditions remain largely accommodative, again with
some differentiation across jurisdictions (see Box 1). Equities in advanced
economies have rallied on expectations of more business friendly policies
in the United States. In emerging market and developing economies,
equity valuations have been more subdued, and a broad-based
strengthening of the US dollar, driven primarily by expectations of new
tariffs and higher interest rates in the United States, has kept financial
conditions tighter.
Economic policy uncertainty has increased sharply, especially on the
trade and fiscal fronts, with some differentiation across countries (Figure
1). Expectations of policy shifts under newly elected governments in 2024
have shaped financial market pricing in recent months. Bouts of political
instability in some Asian and European countries have rattled markets and
injected additional uncertainty regarding stalled progress on fiscal and
structural policies. Geopolitical tensions, including those in the Middle
East, and global trade frictions remain elevated.
The Outlook
IMF staff projections assume current policies in place at the time of publication. They incorporate recent market
developments and the impact of heightened trade policy uncertainty, which is assumed to be temporary, with the effects
unwinding after about a year, but refrain from making any assumptions about potential policy changes that are currently
152under public debate. Energy commodity prices are expected to decline by 2.6 percent in 2025, more than assumed in October.
This reflects a decline in oil prices driven by weak Chinese demand and strong supply from countries outside of OPEC+
(Organization of the Petroleum Exporting Countries plus selected nonmember countries, including Russia), partly offset by
increases in gas prices as a result of colder-than-expected weather and supply disruptions, including the ongoing conflict in
the Middle East and outages in gas fields. Nonfuel commodity prices are expected to increase by 2.5 percent in 2025, on
account of upward revisions to food and beverage prices relative to the October 2024 WEO, driven by bad weather affecting
large producers. Monetary policy rates of major central banks are expected to continue to decline, though at different paces,
reflecting variations in growth and inflation outlooks. The fiscal policy stance is expected to tighten during 2025–26 in
advanced economies including the United States and, to a lesser extent, in emerging market and developing economies.
Global growth is expected to remain stable, albeit lackluster. At 3.3 percent
in both 2025 and 2026, the forecasts for growth are below the historical
(2000–19) average of 3.7 percent and broadly unchanged from October
(Table 1; see also Annex Table 1). The overall picture, however, hides
divergent paths across economies and a precarious global growth profile
(Figure 2).
Among advanced economies, growth forecast revisions go in different
directions. In the United States, underlying demand remains robust,
reflecting strong wealth effects, a less restrictive monetary policy stance, and
supportive financial conditions. Growth is projected to be at 2.7 percent in
2025. This is 0.5 percentage point higher than the October forecast, in part
reflecting carryover from 2024 as well as robust labor markets and
accelerating investment, among other signs of strength. Growth is expected
to taper to potential in 2026.
In the euro area, growth is expected to pick up but at a more gradual pace than anticipated in October, with geopolitical
tensions continuing to weigh on sentiment. Weaker-than-expected momentum at the end of 2024, especially in
manufacturing, and heightened political and policy uncertainty explain a downward revision of 0.2 percentage point to 1.0
percent in 2025. In 2026, growth is set to rise to 1.4 percent, helped by stronger domestic demand, as financial conditions
loosen, confidence improves, and uncertainty recedes somewhat.
In other advanced economies, two offsetting forces keep growth forecasts relatively stable. On the one hand, recovering real
incomes are expected to support the cyclical recovery in consumption. On the other hand, trade headwinds—including the
sharp uptick in trade policy uncertainty— are expected to keep investment subdued.
In emerging market and developing economies, growth performance in 2025 and 2026 is expected to broadly match that in
2024. With respect to the projection in October, growth in 2025 for China is marginally revised upward by 0.1 percentage
point to 4.6 percent. This revision reflects carryover from 2024 and the fiscal package announced in November largely
offsetting the negative effect on investment from heightened trade policy uncertainty and property market drag. In 2026,
growth is projected mostly to remain stable at 4.5 percent, as the effects of trade policy uncertainty dissipate and the
retirement age increase slows down the decline in the labor supply. In India, growth is projected to be solid at 6.5 percent in
2025 and 2026, as projected in October and in line with potential.
In the Middle East and Central Asia, growth is projected to pick up, but less than expected in October. This mainly reflects
a 1.3 percentage point downward revision to 2025 growth in Saudi Arabia, mostly driven by the extension of OPEC+
production cuts. In Latin America and the Caribbean, overall growth is projected to accelerate slightly in 2025 to 2.5 percent,
despite an expected slowdown in the largest economies of the region. Growth in sub-Saharan Africa is expected to pick up
in 2025, while it is forecast to slow down in emerging and developing Europe.
World trade volume estimates are revised downward slightly for 2025 and 2026. The revision owes to the sharp increase in
trade policy uncertainty, which is likely to hurt investment disproportionately among trade-intensive firms. That said, in the
baseline, the impact of heightened uncertainty is expected to be transitory. Furthermore, the front-loading of some trade
flows in view of elevated trade policy uncertainty, and in anticipation of tighter trade restrictions, provides some offset in
the near term.
Progress on disinflation is expected to continue. Deviations from the October 2024 WEO forecasts are minimal. The gradual
cooling of labor markets is expected to keep demand pressures at bay. Combined with the expected decline in energy prices,
headline inflation is projected to continue its descent toward central bank targets. That said, inflation is projected to be close
to, but above, the 2 percent target in 2025 in the United States, whereas inflationary dynamics are expected to be more
153subdued in the euro area. Low inflation is projected to persist in China. Consequently, the gap between anticipated policy
rates in the United States and other countries becomes wider.
Risks to the Outlook
In the medium term, the balance of risks to the outlook is tilted to the downside, with global growth poised to be lower than
its 2025–26 average and five-year-ahead forecasts at about 3 percent. Near-term risks, in contrast, could reinforce
divergences across countries: they are tilted to the upside in the United States, whereas downside risks prevail in most other
economies amid elevated policy uncertainty and headwinds from ongoing adjustments (in particular, energy in Europe and
real estate in China).
An intensification of protectionist policies, for instance, in the form of a new wave of tariffs, could exacerbate trade tensions,
lower investment, reduce market efficiency, distort trade flows, and again disrupt supply chains. Growth could suffer in both
the near and medium term, but at varying degrees across economies.
Looser fiscal policy in the United States, driven by new expansionary measures such as tax cuts, could boost economic
activity in the near term, with small positive spillovers onto global growth. Yet in the longer run, this may require a larger
fiscal policy adjustment that could become disruptive to markets and the economy, by potentially weakening the role of US
Treasuries as the global safe asset, among other things. Furthermore, higher borrowing to fund looser fiscal policy could
increase demand for capital globally, leading to an increase in interest rates and possibly depressing economic activity
elsewhere.
Confidence and positive sentiment in the United States, partly driven by deregulation, could boost both the demand and the
supply side of the economy. While relaxation of unduly tight regulations and reduced red tape for businesses may spur near-
term US growth through higher investment, dollar appreciation could fuel risks of capital outflows from emerging market
and developing economies and drive risk premiums upward. Moreover, an excessive rollback of regulations designed to put
limits on risk-taking and debt accumulation may generate boom-bust dynamics for the United States in the longer term, with
repercussions for the rest of the world. Downside risks to macro-financial stability may be amplified if compounded by a
weaker fiscal outlook or stalled progress on structural reforms. Other supply-side shocks, such as labor force disruptions
driven by reductions in migration flows to the United States, may permanently reduce potential output and raise inflation
during the adjustment period.
A near-term boost for the US economy emanating from these factors would further underscore the divergent growth patterns
across economies. If the adverse effects of tariffs and reduction in the labor force dominate, global activity as well as activity
in the United States might be affected negatively in the medium term. Uncertainties are high: the effects of each factor would
unfold differently across countries, influenced by trade and financial linkages; policy responses to actions taken by other
countries could play out in a variety of ways, including an escalation of retaliatory tariffs; and the impacts of different policy
combinations or different magnitudes of policy changes could be quite different.
Inflation dynamics could be shaped in opposite directions by these factors. The
magnitude of the inflationary effect from tariffs is especially uncertain. While
recent empirical studies find high pass-through to import prices, estimates of
pass-through to consumer prices are lower and subject to significant uncertainty.
Nevertheless, compared with what took place in earlier episodes of trade
disputes, several factors suggest that upside risks to inflation from tariff hikes
could be higher this time. First, the global economy is coming out of the most
significant inflation surge in recent memory. Inflation expectations, especially in
many advanced economies, are farther above the central bank target today than
in 2017–21 (Figure 3). Second, the cyclical positions of many major economies
are more conducive to higher inflation today than in 2016. Third, retaliation in
the form of restrictions on specific, difficult-to-substitute materials or
intermediate goods may have an outsized impact on aggregate inflation.
The risk of renewed inflationary pressures could prompt central banks to raise
policy rates and intensify monetary policy divergence. Higher-for-even-longer
interest rates could worsen fiscal, financial, and external risks. A stronger US
dollar, arising from interest rate differentials and tariffs, among other factors,
could alter capital flow patterns and global imbalances and complicate
macroeconomic trade-offs.
154In addition to risks from economic policy shifts, geopolitical tensions could intensify, leading to renewed spikes in
commodity prices. The conflicts in the Middle East and Ukraine could worsen, directly affecting trade routes as well as food
and energy prices. Commodity-importing countries may be particularly affected, with the stagflation impact of higher
commodity prices compounded by an appreciating dollar.
On the upside, global economic activity may enjoy a bounce if incoming governments can renegotiate existing trade
agreements and forge new deals. This could relieve uncertainty faster and be much less disruptive to growth and inflation.
By boosting confidence, such cooperative outcomes could even support investment and medium-term growth prospects.
Momentum on other policy fronts could also lift growth. Many countries may embrace structural reforms to prevent
divergence from their better-performing peers from becoming entrenched. Efforts to increase labor supply, reduce
misallocation, enhance competition, and support innovation could raise medium-term growth.
Policy Priorities
Against the backdrop of elevated uncertainty, policies need to rein in short-term risks and rebuild buffers while pushing
ahead efforts to lift medium-term growth prospects.
Monetary policy should ensure that price stability is restored while supporting activity and employment. In economies in
which inflationary pressures are proving persistent and the risk of upside surprises is on the rise, a restrictive stance will need
to be maintained until evidence is clearer that the underlying inflation is sustainably returning to target. In economies in
which activity is cooling fast and inflation is on track to durably go back to target, a less restrictive stance is justified.
In either case, fiscal policy should consolidate to put public debt on a sustainable path and restore the space needed for more
agile responses. The consolidation path needs to be carefully calibrated to the conditions a particular economy is facing. It
should be sizable yet gradual to avoid hurting economic activity, clearly communicated to avoid disruptions in debt markets,
and credible to achieve long-lasting results. Adopting a growth-friendly approach and mitigating the adverse impacts on poor
individuals could help preserve the economy’s potential and maintain public support.
The divergent paths of monetary policy across countries could generate significant movements in exchange rates and capital
flows. As laid out in the IMF’s Integrated Policy Framework, adjusting policy rates and allowing exchange rate flexibility
are advisable for countries with deep foreign exchange markets and low levels of foreign-currency debt. For those with
shallow foreign exchange markets and substantial amounts of foreign-currency debt, temporary foreign exchange
interventions (provided that foreign reserves are adequate and used prudently), capital flow management measures,
macroprudential policies, or some combination of the three could, in some cases, accompany appropriately set monetary and
fiscal policies to preserve macrofinancial stability
Beyond the near term, decisive policy action is needed to enhance economic dynamism, boost the supply side, and counter
the rising risks to the already-dim medium-term growth prospects. Targeted reforms in labor markets, competition, health
care, education, and digitalization can revive productivity growth and attract capital. Active communication to build
consensus and continuous engagement with key stakeholders could help policymakers design and effectively implement
measures that consider the distributional impact of reform.
Last but not least, multilateral cooperation is vital in containing fragmentation, sustaining growth and stability, and
addressing global challenges. Trade policies should be consistent with the legal framework of the World Trade Organization
(WTO), as well as being clear and transparent, to reduce uncertainty, lower volatility in markets, and mitigate distortions.
Priorities should be given to restoring a fully and well-functioning WTO dispute settlement system, leveling the playing
field, and achieving clarity and coherence of the desire among countries for greater resilience within the rules-based
multilateral trading system.
Last but not least, multilateral cooperation is vital in containing fragmentation, sustaining growth and stability, and
addressing global challenges. Trade policies should be consistent with the legal framework of the World Trade Organization
(WTO), as well as being clear and transparent, to reduce uncertainty, lower volatility in markets, and mitigate distortions.
Priorities should be given to restoring a fully and well-functioning WTO dispute settlement system, leveling the playing
field, and achieving clarity and coherence of the desire among countries for greater resilience within the rules-based
multilateral trading system.
(Source:https://www.imf.org/en/Publications/WEO/Issues/2025/01/17/world-economic-outlook-update-january-2025 )
INDIAN ECONOMY OVERVIEW
155Introduction
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.
Market Size
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.
According 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.
Recent Developments
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.
156• 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.
• 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 crore (US$ 9.67
billion), while Domestic Institutional Investors (DII) sold Rs. 4,500 crore (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 lakh metric
tonnes (LMT) and the rice procured in Kharif Marketing Season (KMS) 2024-25 was 400 LMT.
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
crore (US$ 571.64 billion) of which total capital expenditure is Rs. 11,11,111 crore (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 crore (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
157Scheduled Commercial Banks, Non-Banking Financial Companies and Securities and Exchange Board of India (SEBI)
registered Alternative Investment Funds (AIFs).
• Telecom Technology Development Fund (TTDF) Scheme was launched in October 2022 by the Universal Service
Obligation Fund (USOF), a body under the Department of Telecommunications. The objective is to fund R&D in rural-
specific communication technology applications and form synergies among academia, start-ups, research institutes, and
the industry to build and develop the telecom ecosystem.
• Home & Cooperation Minister Mr. Amit Shah laid the foundation stone and performed Bhoomi Pujan of Tanot Mandir
Complex Project under Border Tourism Development Programme in Jaisalmer in September 2022.
• In August 2022, Mr. Narendra Singh Tomar, Minister of Agriculture and Farmers Welfare inaugurated four new
facilities at the Central Arid Zone Research Institute (CAZRI), which has been rendering excellent services for more
than 60 years under the Indian Council of Agricultural Research (ICAR).
• In August 2022, a Special Food Processing Fund of Rs. 2,000 crore (US$ 242.72 million) was set up with National Bank
for Agriculture and Rural Development (NABARD) to provide affordable credit for investments in setting up Mega
Food Parks (MFP) as well as processing units in the MFPs.
• In July 2022, Deendayal Port Authority (DPA) announced plans to develop two Mega Cargo Handling Terminals on a
Build-Operate-Transfer (BOT) basis under Public-Private Partnership (PPP) Mode at an estimated cost of Rs. 5,963
crore (US$ 747.64 million).
• In July 2022, the Union Cabinet chaired by Prime Minister Mr. Narendra Modi, approved the signing of the
Memorandum of Understanding (MoU) between India & Maldives. This MoU will provide a platform to tap the benefits
of information technology for court digitization and can be a potential growth area for IT companies and start-ups in
both countries.
• India and Namibia entered a Memorandum of Understanding (MoU) on wildlife conservation and sustainable
biodiversity utilization on July 20, 2022, for establishing the cheetah into the historical range in India.
• In July 2022, the Reserve Bank of India (RBI) approved international trade settlements in Indian rupees (Rs.) to promote
the growth of global trade with emphasis on exports from India and to support the increasing interest of the global trading
community.
• The Agnipath Scheme aims to develop a young and skilled armed force backed by an advanced warfare technology
scheme by providing youth with an opportunity to serve Indian Army for a 4-year period. It is introduced by the
Government of India on June 14, 2022.
• In June 2022, Prime Minister Mr. Narendra Modi inaugurated and laid the foundation stone of development projects
worth Rs. 21,000 crore (US$ 2.63 billion) at Gujarat Gaurav Abhiyan at Vadodara.
• Mr. Rajnath Singh, Minister of Defence, launched 75 newly developed Artificial Intelligence (AI) products/technologies
during the first-ever ‘AI in Defence’ (AIDef) symposium and exhibition organized by the Ministry of Defence in New
Delhi on July 11, 2022.
• In June 2022, Prime Minister Mr. Narendra Modi laid the foundation stone of 1,406 projects worth more than Rs. 80,000
crore (US$ 10.01 billion) at the ground-breaking ceremony of the UP Investors Summit in Lucknow. The Projects
encompass diverse sectors like Agriculture and Allied industries, IT and Electronics, MSME, Manufacturing, Renewable
Energy, Pharma, Tourism, Defence & Aerospace, and Handloom & Textiles.
• The Indian Institute of Spices Research (IISR) under the Indian Council for Agricultural Research (ICAR) inked a
Memorandum of Understanding (MoU) with Lysterra LLC, a Russia-based company for the commercialization of bio
capsule, an encapsulation technology for bio-fertilization on June 30, 2022.
• As of April 2022, India signed 13 Free Trade Agreements (FTAs) with its trading partners including major trade
agreements like the India-UAE Comprehensive Partnership Agreement (CEPA) and the India-Australia Economic
Cooperation and Trade Agreement (IndAus ECTA).
• 'Mission Shakti' was applicable with effect from April 1, 2022, aimed at strengthening interventions for women’s safety,
security, and empowerment.
• The Union Budget of 2022-23 was presented on February 1, 2022, by the Minister for Finance & Corporate Affairs, Ms.
Nirmala Sitharaman. The budget had four priorities PM GatiShakti, Inclusive Development, Productivity Enhancement
and Investment, and Financing of Investments. In the Union Budget 2022-23, effective capital expenditure is expected
to increase by 27% at Rs. 10.68 trillion (US$ 142.93 billion) to boost the economy. This will be 4.1% of the total Gross
Domestic Production (GDP).
• Strengthening of Pharmaceutical Industry (SPI) was launched in March 2022 by the Ministry of Chemicals & Fertilisers
to provide credit linked capital and interest subsidy for Technology Upgradation of MSME units in pharmaceutical
sector, as well as support of up to Rs. 20 crore (US$ 2.4 million) each for common facilities including Research centre,
testing labs and ETPs (Effluent Treatment Plant) in Pharma Clusters, to enhance the role of MSMEs.
• Under PM GatiShakti Master Plan, the National Highway Network will develop 25,000 km of new highways network,
which will be worth Rs. 20,000 crore (US$ 2.67 billion). In 2022-23. Increased government expenditure is expected to
attract private investments, with a production-linked incentive scheme providing excellent opportunities. Consistently
proactive, graded, and measured policy support is anticipated to boost the Indian economy.
158• In February 2022, The Ministry of Social Justice & Empowerment launched the Scheme for Economic Empowerment
of Denotified/Nomadic/SemiNomadic tribal communities (DNTs) (SEED) to provide basic facilities like good quality
coaching, and health insurance. livelihoods initiative at a community level and financial assistance for the construction
of houses.
• In February 2022, Minister for Finance and Corporate Affairs Ms. Nirmala Sitharaman said that productivity linked
incentive (PLI) schemes would be extended to 14 sectors to achieve the mission of Aatmanirbhar Bharat and create 60
lakh jobs with an additional production capacity of Rs. 30 trillion (US$ 401.49 billion) in the next five years.
• In the Union Budget of 2022-23, the government announced funding for the production-linked incentive (PLI) scheme
for domestic solar cells and module manufacturing of Rs. 24,000 crore (US$ 3.21 billion).
• In the Union Budget of 2022-23, the government announced a production-linked incentive (PLI) scheme for Bulk Drugs
which was an investment of Rs. 2,500 crore (US$ 334.60 million).
• In the Union Budget of 2022, Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced that a
scheme for design-led manufacturing in 5G would be launched as part of the PLI scheme.
• In September 2021, Union Cabinet approved major reforms in the telecom sector, which are expected to boost
employment, growth, competition, and consumer interests. Key reforms include rationalization of adjusted gross
revenue, rationalization of bank guarantees (BGs), and encouragement of spectrum sharing.
• In the Union Budget of 2022-23, the government has allocated Rs. 44,720 crore (US$ 5.98 billion) to Bharat Sanchar
Nigam Limited (BSNL) for capital investments in the 4G spectrum.
• Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman allocated Rs. 650 crore (US$ 86.69 million) for the
Deep Ocean mission that seeks to explore vast marine living and non-living resources. Department of Space (DoS) has
got Rs. 13,700 crore (US$ 1.83 billion) in 2022-23 for several key space missions like Gaganyaan, Chandrayaan-3, and
Aditya L-1 (sun).
• In May 2021, the government approved the production-linked incentive (PLI) scheme for manufacturing advanced
chemistry cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore (US$ 2.44 billion); this move is expected to
attract domestic and foreign investments worth Rs. 45,000 crore (US$ 6.07 billion).
• Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced in the Union Budget of 2022-23 that the
Reserve Bank of India (RBI) would issue Digital Rupee using blockchain and other technologies.
• In the Union Budget of 2022-23, Railway got an investment of Rs. 2.38 trillion (US$ 31.88 billion) and over 400 new
high-speed trains were announced. The concept of "One Station, One Product" was also introduced.
• To boost competitiveness, Budget 2022-23 has announced reforming the 16-year-old Special Economic Zone (SEZ) act.
• In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign portfolio investors)
in the State Development Loans (SDLs) and government securities (G-secs) would persist unaffected at 2% and 6%,
respectively, in FY22.
• In November 2020, the Government of India announced Rs. 2.65 trillion (US$ 36 billion) stimulus package to generate
job opportunities and provide liquidity support to various sectors such as tourism, aviation, construction, and housing.
Also, India's cabinet approved the production-linked incentives (PLI) scheme to provide ~Rs. 2 trillion (US$ 27 billion)
over five years to create jobs and boost production in the country.
• Numerous foreign companies are setting up their facilities in India on account of various Government initiatives like
Make in India and Digital India. Prime Minister of India Mr. Narendra Modi launched the Make in India initiative with
an aim to boost the country's manufacturing sector and increase the purchasing power of the average Indian consumer,
which would further drive demand and spur development, thus benefiting investors. The Government of India, under its
Make in India initiative, is trying to boost the contribution made by the manufacturing sector with an aim to take it to
25% of the GDP from the current 17%. Besides, the government has also come up with the Digital India initiative, which
focuses on three core components: the creation of digital infrastructure, delivering services digitally, and increasing
digital literacy.
• On January 29, 2022, the National Asset Reconstruction Company Ltd (NARCL) will acquire bad loans worth up to Rs.
50,000 crore (US$ 6.69 billion) about 15 accounts by March 31, 2022. India Debt Resolution Co. Ltd (IDRCL) will
control the resolution process. This will clean up India’s financial system, help fuel liquidity, and boost the Indian
economy.
• National Bank for Financing Infrastructure and Development (NaBFID) is a bank that will provide non-recourse
infrastructure financing and is expected to support projects from the first quarter of FY23; it is expected to raise Rs. 4
trillion (US$ 53.58 billion) in the next three years.
• By November 1, 2021, India, and the United Kingdom hope to begin negotiations on a free trade agreement. The
proposed FTA between these two countries is likely to unlock business opportunities and generate jobs. Both sides have
renewed their commitment to boost trade in a manner that benefits all.
• In August 2021, Prime Minister Mr. Narendra Modi announced an initiative to start a national mission to reach the US$
400 billion merchandise export target by FY22.
• In August 2021, Prime Minister Mr. Narendra Modi launched a digital payment solution, e-RUPI, a contactless and
cashless instrument for digital payments.
159• In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding Patron of IFIICC,
stated that trilateral trade between India, the UAE and Israel is expected to reach US$ 110 billion by 2030.
• India is expected to attract investment of around US$ 100 billion in developing the oil and gas infrastructure during
2019-23.
• The Government of India is expected to increase public health spending to 2.5% of the GDP by 2025.
Road Ahead
In the second quarter of FY24, the growth momentum of the first
quarter was sustained, and high-frequency indicators (HFIs)
performed well in July and August of 2023. India's comparatively
strong position in the external sector reflects the country's positive
outlook for economic growth and rising employment rates. India
ranked 5th in foreign direct investment inflows among the
developed and developing nations listed for the first quarter of
2022.
India's economic story during the first half of the current financial
year highlighted the unwavering support the government gave to
its capital expenditure, which, in 2023-24, stood 37.4% higher than
the same period last year. In the budget of 2024-25, capital
expenditure took lead by steeply increasing the capital expenditure
outlay by 17.1 % to Rs.11 lakh crore (US$ 133.51 billion) over Rs.
9.48 lakh crore (US$ 113.91 billion) in 2023-24. Stronger revenue
generation because of improved tax compliance, increased
profitability of the company, and increasing economic activity also
contributed to rising capital spending levels.
Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with a year-
over-year (YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April 2023. With a
reduction in port congestion, supply networks are being restored. The CPI-C inflation reduction from June 2022 already
reflects the impact. In September 2023 (Provisional), CPI-C inflation was 5.02%, down from 7.01% in June 2022. With a
proactive set of administrative actions by the government, flexible monetary policy, and a softening of global commodity
prices and supply-chain bottlenecks, inflationary pressures in India look to be on the decline overall.
(Source: https://www.ibef.org/economy/indian-economy-overview)
GLOBAL MANUFACTURING INDUSTRY
Geopolitical driving forces
Political stability and international cooperation can create a favourable environment for manufacturing sector growth, with
trade agreements, infrastructure investments, and government incentives stimulating industrial expansion and technological
advancement. Geopolitical collaborations, such as those aimed at climate action, can drive the adoption of sustainable
practices, opening up new global markets and reducing operational risks through international standards. However,
geopolitical tensions and protectionist policies can disrupt supply chains, increase costs, and create uncertainty for all
manufacturers. Trade wars, sanctions, and political instability in key regions can lead to supply shortages and higher tariffs,
making it difficult for manufacturers to plan and invest. Additionally, shifting regulatory landscapes across different
countries can create compliance challenges, requiring manufacturers to constantly adapt to new legal requirements and
standards.
Economic driving forces
A robust global economy supports growth in manufacturing industries through increased demand, investment in new
technologies, and expanding production capacity. Economic development in emerging markets can open new avenues for
investment and create larger consumer bases for manufactured goods. Access to capital markets and favourable interest rates
also facilitate expansion and innovation. However, economic downturns, inflation, and fluctuating currency exchange rates
can negatively impact manufacturing. Recessions can decrease demand, forcing manufacturing companies to downsize or
delay investments. Rising material and labour costs and global supply chain disruptions can squeeze profit margins and make
it difficult for manufacturers to remain competitive. Economic inequality can also impact consumer spending patterns,
affecting demand for specific products.
160Social driving forces
Social trends, such as the growing demand for mass customised or personalised products and the emphasis on their
sustainability, can drive innovation and open up new market opportunities in manufacturing industries. Consumer
preferences for ethically produced goods can lead to higher sales for manufacturing companies prioritising social
responsibility. Additionally, focusing on diversity and inclusion in the workforce can lead to more creative problem-solving
and improved corporate culture, enhancing productivity and employee satisfaction. On the other hand, changing social
expectations can pose challenges for manufacturers. The increasing emphasis on corporate social responsibility (CSR)
requires manufacturers to invest in ethical practices, which can be costly and complex. Additionally, shifts in consumer
behaviours, like the move towards minimalism or digital consumption, can reduce demand for physical products. Labour
shortages, driven by demographic shifts or evolving career preferences, can also create challenges in finding and retaining
skilled workers.
Technological driving forces
Technological advancements, such as artificial intelligence (AI), robotics, and the Industrial Internet of Things (IIoT), are
revolutionising many manufacturing industries by enhancing efficiency, reducing costs, and enabling new product
innovations. These advanced technologies allow for more precise and flexible production processes, better quality control,
and the ability to respond to market changes rapidly. The continued development of the Industry 4.0 paradigm will enable
manufacturers to create brighter, more connected factories that can optimise production resources and reduce waste.
However, the rapid pace of technological change also presents significant challenges. Adopting new technologies can be
prohibitive, particularly for smaller manufacturing companies. Cybersecurity threats are also a considerable concern, as more
connected systems create new vulnerabilities. Also, the reliance on complex technologies can lead to operational disruptions
if systems fail or there is a need for more skilled workers to manage and maintain them. The digital divide between
manufacturing regions and companies could exacerbate inequalities within the sector.
Legal driving forces
Clear and consistent legal frameworks can provide stability and predictability for manufacturers, enabling them to plan and
invest confidently. Regulations that promote fair competition, protection of intellectual property, and ensure safety and
environmental standards can create a level playing field and encourage innovation. Government incentives for sustainable
practices and technological innovation can drive industry growth and modernisation. Yet increasingly complex and varied
legal requirements across different jurisdictions can create significant challenges for global manufacturers. Compliance with
environmental, safety, and labour regulations can increase operational costs and complexity. Frequent regulation changes,
particularly in data protection or environmental standards, can lead to uncertainty and require costly adjustments. Non-
compliance risks, including fines and reputational damage, are also significant concerns for manufacturers operating in
multiple legal environments.
Environmental driving forces
Environmental forces, like the growing focus on sustainability, are driving significant innovation in the manufacturing sector.
Hence, manufacturing companies that adopt eco-friendly practices can benefit from enhanced brand reputation, access to
new markets, and compliance with regulatory requirements. The shift towards renewable energy and resource-efficient
processes can also lead to long-term cost savings and resilience against resource scarcity. However, environmental challenges
also pose significant risks. Climate change can disrupt supply chains, damage infrastructure, and create uncertainty in
resource availability. Complying with increasingly stringent environmental regulations can require substantial investment in
new sustainable (green) technologies and processes, which may strain resources, particularly for smaller manufacturers.
Additionally, pressures to reduce environmental impact can conflict with traditional business and operating models focused
on growth and profitability, requiring manufacturing companies to rethink their strategies and make difficult trade-offs.
Tipping points
A tipping point, in the manufacturing context, is defined as a point in time, a moment of critical mass when one or more
radical changes or shifts take place in a manufacturing intra- or inter-ecosystem or part of it, so this becomes self-perpetuating
beyond its threshold, leading to substantial, widespread, frequently abrupt, and often irreversible impacts to itself and
surrounding environment, being these effects of a positive or negative nature.2 More specifically, such disrupting shifts,
caused by a tipping point, in a manufacturing intra- or inter-ecosystem can trigger non-linear change processes driven by one
or more system-internal feedback mechanisms. These processes inevitably lead to qualitative differences, positive or
negative, in the system’s state, which are often irreversible.3 A positive manufacturing tipping point is a critical threshold
where geopolitical, economic, social, technological, legal and/or environmental forces trigger significant changes for good
161in manufacturing and supply chain practices, self-reinforcing progress towards more sustainable and equitable manufacturing
ecosystems. These tipping points can lead to rapid and widespread transformations of the manufacturing industries, like
digital and green transitions, driving systemic shifts towards sustainable industrial development. Hence, positive tipping
points are crucial for accelerating the evolution of new sustainable manufacturing businesses and operating models. This can
help overcome the inertia to keep or delay the status quo and address the grand manufacturing challenges many industries
must soon face.4 Conversely, a negative manufacturing tipping point is a predominant detrimental event or momentum in
time where geopolitical, economic, social, technological, legal, and/or environmental forces trigger negative shifts or cause
damaging impacts to positive manufacturing and supply chain practices. These forces switch manufacturing ecosystems into
an undesired system state, causing degradation to their performance and surrounding environment. These undesired tipping
points can quickly lead to cascading adverse events that ultimately destabilise and threaten the global manufacturing sector’s
economic, environmental, and social sustainability.
Geopolitical tipping points
In the global manufacturing context, a geopolitical tipping point is a critical juncture in international trade relations or global
political relations that has the potential to significantly alter, positively or negatively, the structure, functioning, or stability
of worldwide manufacturing and supply networks. These tipping points can lead to significant changes, for better or worse,
in how and where goods are produced, sourced, and traded, causing reconfigurations in global supply chains and
manufacturing hubs and impacts in their markets, shifting the global manufacturing dynamics. Positive geopolitical tipping
points refer to significant events or developments that reshape the global manufacturing landscape, leading to favourable
happenings. These events, such as the signature of international trade agreements or regional economic integration efforts,
enable positive outcomes for the manufacturing sector, for example, enhanced economic growth for industries, development
of emerging markets, increased international trade cooperation, manufacturing (and logistics) innovation, and resilience in
global supply chains. These positive tipping points aim for a more stable and diversified global economy with economic
development opportunities for all markets, from emerging to developed, increased international trade, and advanced
sustainable manufacturing and supply chain practices. Alternatively, negative geopolitical tipping points are critical incidents
that disrupt the global manufacturing landscape. These adverse events include trade wars, protectionism, export restrictions,
and regulatory fragmentation, to mention a few that disturb or even interrupt international trade and global supply chain
operations. Their cascading effects can negatively impact the global manufacturing sector, for instance, starting with
increased production costs and reduced international trade efficiency, followed by shortages of raw materials and closure of
supply routes, up to the extreme need to relocate production facilities.
Economic tipping points
In the global manufacturing landscape, an economic tipping point refers to a critical threshold where a significant, positive
or negative change or shift occurs in the economic conditions that determine a market’s manufacturing and consumption
patterns. These tipping points can lead to new business and operating models, emerging industrial leaders, evolving market
dynamics, or fresh sources of competitive advantage after the economic alterations have passed, with some being winners or
losers because of these economic changes. Consequently, positive economic tipping points refer to critical moments where
a favourable transformative change occurs in the economy, leading to widespread benefits for the manufacturing sector and
society. Examples of these moments include the achievement of economies of scale in novel manufacturing paradigms such
as green manufacturing, lowering the marginal costs of production of green products, and leading to increased investment,
job creation, and sustainable economic growth in green industries, or shifts to new economic models like the circular
economy that can reduce the need for virgin raw materials and minimise waste, lowering overall production costs and creating
new revenue streams from repairs, refurbishment, remanufacturing, and recycling activities. Overall, these positive tipping
points enhance productivity, reduce production costs, and create new growth opportunities for manufacturers. Conversely,
negative economic tipping points imply critical events where economic changes adversely affect manufacturing industries
and their markets. Some instances that could cause a negative economic tipping point are trade wars, labour shortages,
resource scarcity, and financial crises. These types of tipping points, first of all, can be connected to other kinds of tipping
points, such as geopolitical and social ones and can have profound effects leading to reduced economic growth, a slowdown
in global trade, higher unemployment rates, the rise of production resource prices, and delays in investments.
Social tipping points
In worldwide manufacturing, a social tipping point means a profound, positive or negative moment when cumulative social
pressures or societal factors like labour movements, or even sometimes new labour regulations, reach a point that causes a
significant change or shift, for better or worse, in manufacturing practices related to labour standards and working conditions.
In their positive type, these tipping points advocate for more socially responsible manufacturing industries offering fair
wages, safe and healthy working conditions, respectful treatment of all employees, and engagement with the local
communities that surround them to nurture positive relationships. On the one hand, positive social tipping points describe a
severe moment when societal pressures create beneficial changes for the workforce, ensuring notable improvements in
162workers’ quality of personal and professional life. These joyous moments include adopting fair labour standards, including
health and safety, strengthening workers’ rights and unions, investing in workers’ training and development, promoting
gender equality and diversity, creating more inclusive workplaces, and improving worklife balance initiatives. By focusing
on making these positive moments happen, manufacturing industries can create more supportive work environments and
engage their workforces in their jobs, leading to increased productivity. On the other hand, negative social tipping points
relate to a critical time when societal pressures, sometimes combined with economic and technological pressures (tipping
points), lead to harmful or destabilising shifts in the labour market and working conditions, severely affecting workers’
employment rates, wages, safety standards, and overall physical and mental wellbeing. Patterns of these negative tipping
points include discrimination and inequality in labour practices, evasion of safety and occupational health regulations, labour
exploitation, and even unjustified job displacements due to automation and robotics. Addressing these social issues will
require a strong focus on labour rights, protections, and equitable practices to ensure that workers are not left behind as
industries evolve or are pressured.
Technological tipping points
In international manufacturing, a technological tipping point indicates a point in time when a specific technology or set of
technologies reaches or fails to reach a level of maturity, affordability, and adoption that causes a dramatic shift in global
manufacturing and supply chain practices, like the case of the new Industry 4.0 technologies that have given birth to the
digital and smart manufacturing paradigms, or the case of the artificial intelligence winters when this technology has
stagnated before reaching its plateau of productivity. These shifts include widespread changes in how products are designed,
engineered, manufactured, and delivered and how processes are executed and controlled. Moreover, reaching a technological
tipping point often triggers other changes (or tipping points), including shifts in competitive dynamics, business and operating
models, nature of work, and supply chain configurations. Accordingly, positive technological tipping points denote a moment
when a new technology or set of technologies leads to significant improvements in products and production efficiency,
quality, and sustainability. These tipping points can create economic, environmental, and social benefits for manufacturers.
Examples include additive manufacturing (also known as ‘3D printing’) technologies that have allowed for rapid prototyping,
customisation, and on-demand (low- and mid-volume) production with beneficial triple-bottom-line outcomes by reducing
material waste, energy consumption, and environmental impact (footprint) in contrast to subtractive manufacturing
processes, offering more design freedom, hence, leveraging human creativity, and opening up new possibilities for novel
production and supply chain models such as distributed manufacturing; advanced (collaborative) robotics and (smart)
automation technologies that have improved production precision and speed, offering higher productivity levels and better
quality controls, and removed workers from dull, dirty, and dangerous tasks in manufacturing processes; or digital-twin
technologies (including their set of related technologies such as the Industrial Internet of Things (IIoT) and machine learning)
that have led to significant improvements in manufacturing efficiency thanks to their real-time process monitoring, analysis,
and optimisation. Conversely, negative technological tipping points can occur when a new technology or set of technologies
recognise that they have failed to deliver their promised value and, therefore, the possibility of return on investment or when
their delivered benefits are outweighed by their utilisation risks. For instance, cybersecurity threats if proper cybersecurity
frameworks are not implemented before connecting any IIoT device, equipment, or system to the enterprise industrial
network. Furthermore, it is also possible to consider other hybrid negative socio technological tipping points like an
overreliance on automation or lack of digital skills in the workforce that have led to big failures in adopting new technologies
with significant setbacks in the digital transformation journey of a manufacturer. Thus, careful consideration and
management of technological changes are advised to mitigate their negative tipping points.
Legal tipping points
Within a global manufacturing environment, a legal tipping point refers to a critical moment when an international (or
national) regulation, law, policy, standard, or agreement changes, for better or worse, with significant, positive or negative
impacts on the way manufacturing industries operate and conduct their businesses. Consequently, these tipping points drive
substantial changes in industry practices (including trade), investment decisions, and competitive dynamics. Moreover, legal
tipping points are sometimes related to one or more of the already mentioned or to-be-mentioned tipping points. In critical
times, positive legal tipping points convey new legal or regulatory developments that drive significant beneficial changes for
the manufacturing sector, customers, and society. These changes can incentivise sustainability and innovation with
regulations promoting, for instance, the green manufacturing paradigm or the digital and smart manufacturing paradigms, or
trade liberalisation through free trade agreements and the harmonisation of international industry standards, including labour
rights and intellectual property (IP) protection, that can enhance global supply chain efficiency, allowing manufacturers to
compete more effectively, to some extent, in the worldwide marketplace. Then, negative legal tipping points can occur when
overly cautious legal frameworks overregulate, for example, emerging technologies such as artificial intelligence or
inadequate enforcement of environmental, trade, IP, or labour regulations, leading to a loss of competitiveness for everyone.
Environmental tipping points
163In the ecosphere of manufacturing, an environmental tipping point defines a critical threshold, positive or negative, beyond
which the ecological impacts of manufacturing processes, including their supply chains, become irreversibly damaging for
the planet or may start allowing for its recovery for good. The environmental tipping points are the most well-known type
addressed in this Report but have negative connotations, with the climate change crisis being the most representative.
Nevertheless, their positive and negative inferences are explored to address mitigation and regeneration actions needed to
save our planet, such as the green manufacturing paradigm or the emerging circular and regenerative manufacturing
paradigms. As a result, positive environmental tipping points refer to pivotal changes or shifts in manufacturing and supply
chain practices where at least net-zero, but hopefully netpositive, operations are achieved, stopping the detrimental impact
of the sector and its industries on our planet and starting its regeneration with the help of the widespread adoption of green
technologies, circular business models, sustainable materials, and carbon-neutral manufacturing processes in a first instance,
immediately followed by the vision of the so-called regenerative manufacturing systems that aim to put more back into
society and the environment than they take out, to compensate for the harm of past industrial systems. Lastly, negative
environmental tipping points highlight the critical thresholds beyond which the environmental impacts of manufacturing and
supply chain operations become so severe that they cause irreversible damage to the ecosphere of the sector and society and
whose cascading adverse effects are so complex, if not impossible, to reverse. Infamous examples it is hoped will be avoided
are climate catastrophe, critical resource exhaustion (like rare earth materials, fundamental for technology development),
pollution overload, and waste management failure. Avoiding these negative environmental tipping points is crucial for
ensuring the long-term ecological sustainability of the global manufacturing sector.
(Source: https://worldmanufacturing.org/wp-content/uploads/14/6-WM-REPORT_2024_LD_E-Book_b_Final.pdf )
INDIAN MANUFACTURING INDUSTRY
Introduction
Manufacturing is emerging as an integral pillar in the country’s economic
growth, thanks to the performance of key sectors like automotive, engineering,
chemicals, pharmaceuticals, and consumer durables. The Indian manufacturing
industry generated 16-17% of India’s GDP pre-pandemic and is projected to be
one of the fastest growing sectors.
The machine tool industry was literally the nuts and bolts of the manufacturing
industry in India. Today, technology has stimulated innovation with digital
transformation a key aspect in gaining an edge in this highly competitive
market.
Technology has today encouraged creativity, with digital transformation being a critical element in gaining an advantage in
this increasingly competitive industry. The Indian manufacturing sector is steadily moving toward more automated and
process-driven manufacturing, which is projected to improve efficiency and enhance productivity.
India's manufacturing sector reached a 16-year high in March, with the HSBC Manufacturing Purchasing Managers' Index
(PMI) rising to 59.1, driven by strong increases in output, new orders, and job creation across various goods sectors.
India has the capacity to export goods worth US$ 1 trillion by 2030 and is on the road to becoming a major global
manufacturing hub.
With 17% of the nation’s GDP and over 27.3 million workers, the manufacturing sector plays a significant role in the Indian
economy. Through the implementation of different programmes and policies, the Indian government hopes to have 25% of
the economy’s output come from manufacturing by 2025.
India now has the physical and digital infrastructure to raise the share of the manufacturing sector in the economy and make
a realistic bid to be an important player in global supply chains.
A globally competitive manufacturing sector is India's greatest potential to drive economic growth and job creation this
decade. Due to factors like power growth, long-term employment prospects, and skill routes for millions of people, India has
a significant potential to engage in international markets. Several factors contribute to their potential. First off, these value
chains are well positioned to benefit from India's advantages in terms of raw materials, industrial expertise, and
entrepreneurship.
Second, they can take advantage of four market opportunities: expanding exports, localising imports, internal demand, and
contract manufacturing. With digital transformation being a crucial component in achieving an advantage in this fiercely
164competitive industry, technology has today sparked creativity. Manufacturing sector in India is gradually shifting to a more
automated and process driven manufacturing which is expected to increase the efficiency and boost production of the
manufacturing industry.
India is gradually progressing on the road to Industry 4.0 through the Government of India’s initiatives like the National
Manufacturing Policy which aims to increase the share of manufacturing in GDP to 25 percent by 2025 and the PLI scheme
for manufacturing which was launched in 2022 to develop the core manufacturing sector at par with global manufacturing
standards.
FDI in India's manufacturing sector has reached US$ 165.1 billion, a 69% increase over the past decade, driven by
production-linked incentive (PLI) schemes. In the last five years, total FDI inflows amounted to US$ 383.5 billion.
India is planning to offer incentives of up to Rs. 18,000 crore (US$ 2.2 billion) to spur local manufacturing in six new sectors
including chemicals, shipping containers, and inputs for vaccines.
India's mobile phone manufacturing industry anticipates creating 150,000 to 250,000 direct and indirect jobs within the next
12-16 months, driven by government incentives, and increased global demand. Major players like Apple and its contract
manufacturers, along with Dixon Technologies, are expanding their workforce to meet growing production needs.
Market Size
Manufacturing exports have registered their highest ever annual exports of
US$ 447.46 billion with 6.03% growth during FY23 surpassing the previous
year (FY22) record exports of US$ 422 billion. By 2030, Indian middle class
is expected to have the second-largest share in global consumption at 17%.
India’s Gross Value Added (GVA) at current prices was estimated at US$
770.08 billion as per the quarterly estimates of the first quarter of FY24.
India's e-commerce exports are projected to grow from US$ 1 billion to US$
400 billion annually by 2030, aiding in achieving US$ 2 trillion in total
exports.
India's smartphone exports exceeded US$ 2 billion in October 2024, setting a new monthly record and contributing to total
exports surpassing US$ 10.6 billion in the first seven months of FY25, a 37% increase from the previous year.
India's smartphone exports surged by 42% in FY24, reaching US$ 15.6 billion, with the US as the top destination, reflecting
the success of the Production-Linked Incentive (PLI) scheme in boosting the sector.
As per the survey conducted by Reserve Bank of India, capacity utilisation in India’s manufacturing sector stood at 76.8%
in the third quarter of FY24, indicating a significant recovery in the sector.
India's GDP surged by 8.4% in the October-December quarter, surpassing expectations.
GDP growth was driven by robust performances in the manufacturing and construction sectors, with the manufacturing sector
expanding by 11.6% annually and the construction sector growing by 9.5%.
India's overall exports during the April-June period of 2024-25 are estimated to be US$ 109.11 billion, reflecting a positive
growth of 7% over the April-June period of 2023-24.
The manufacturing sector of India has the potential to reach US$ 1 trillion by 2025-26.
The Indian startup ecosystem experienced a significant rebound, securing approximately US$ 596 million in funding this
week, marking a 226% increase compared to the previous week. This surge was driven by 23 startups, including notable
deals such as Zepto raising US$ 350 million and HealthKart securing US$ 153 million. The average funding over the past
eight weeks has been around US$ 266.77 million per week, with a total of nearly US$ 10 billion raised by Indian startups so
far this year, indicating a strong trajectory toward surpassing last year's total funding of US$ 10.5 billion.
India has potential to become a global manufacturing hub and by 2030, it can add more than US$ 500 billion annually to the
global economy. As per the economic survey reports, estimated employment in manufacturing sector in India was 5.7 crore
165in 2017-18, 6.12 crore in 2018-19 which was further increased to 6.24 crore in 2019-20. India's display panel market is
estimated to grow from ~US$ 7 billion in 2021 to US$ 15 billion in 2025.
The manufacturing GVA at current prices was estimated at US$ 110.48 billion in the first quarter of FY24.
Investment
Some of the major investments and developments in this sector in the recent past are:
• Shree Cement has signed a Memorandum of Understanding (MoU) with the Department for Promotion of Industry and
Internal Trade (DPIIT) to support manufacturing sector startups by providing infrastructure, mentorship, funding access, and
market connections, aiming to enhance India's manufacturing ecosystem and promote self-reliance through domestic
innovation.
• India's defence exports soared by 78% in Q1 FY25, reaching Rs. 6,915 crore (US$ 828 million). This growth reflects the
country's push for self-reliance in defence manufacturing, with total exports hitting a record Rs. 20,915 crore ( US$ 2.51
billion) in FY24, marking a 25% increase from the previous year.
• Sansera Engineering Limited has signed an MoU with the Karnataka government to invest Rs. 2,100 crore (US$ 251 million)
in a new manufacturing facility in Ramanagara, aiming to create 3,500 jobs and enhance production capacity in the
automotive and non-automotive sectors over the next three to five years.
• Google is set to begin manufacturing Pixel smartphones in India, specifically in Tamil Nadu, in collaboration with Foxconn
and Dixon Technologies. This production aims to cater primarily to export markets in Europe and the US, with operations
expected to start in September 2024. The initiative comes as Google prepares to launch its Pixel 9 series in India on August
13, leveraging India's Production-Linked Incentive (PLI) scheme to enhance manufacturing scalability.
• Maruti Suzuki has begun exporting the Made-in-India Fronx compact SUV to Japan, marking its first SUV launch in the
Japanese market. Manufactured at its Gujarat plant, the first shipment of over 1,600 vehicles has already left for Japan, with
the official launch planned for autumn 2024.
• According to the Department for Promotion of Industry and Internal Trade (DPIIT), India received a total foreign direct
investment (FDI) inflow of US$ 48.03 billion in FY23.
• Between April 2000-March 2024:
• The automobile sector received FDI inflows of US$ 36.26 billion.
• The chemical manufacturing sector (excluding fertilisers) received FDI inflows worth US$ 22.14 billion.
• The drug and pharmaceutical manufacturing sector received FDI inflows worth US$ 22.52 billion.
• The Food Processing Industries received FDI inflows worth US$ 12.58 billion.
• India's manufacturing sector activity continued to expand in November 2023, with the S&P Global Purchasing Managers'
Index (PMI) reaching 56.
• During the financial year 2022-23, around 1.39 crore net members were added by EPFO with an increase of 13.22%
compared to the previous financial year 2021-22 wherein EPFO had added approximately 1.22 crore net members.
• Mobile phone exports from India nearly doubled to reach US$ 5.5 billion, by August in FY24.with the government
anticipating mobile phone exports worth Rs. 1 trillion (US$ 12 billion) this year.
• In February 2024, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 56.9.
• In FY23, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 55.6.
• For the month of January 2024, the Quick Estimates of Index of Industrial Production (IIP) with base 2011-12 stands at
153.0. The Indices of Industrial Production for the Mining, Manufacturing and Electricity sectors for the month of January
2024 stand at 144.1, 150.1 and 197.1, respectively.
• The Index of Industrial Production (IIP) from April-January 2024 stood at 143.4.
• The combined index of eight core industries stood at 150.3 for April-November 2023 against 139.4 for April-November
2022.
• The cumulative index of eight core industries increased by 8.6% during April-October 2023-24 over the corresponding period
of the previous year.
• India's manufacturing sector, driven by pharmaceuticals, motor vehicles, and cement, demonstrated resilience despite weak
global demand in July-August 2023. PMI remained robust, reflecting domestic economic strength. Capacity utilization in
manufacturing trended upwards, signalling positive investment prospects. RBI MPC maintained policy repo rate to control
inflation.
• India aims for US$ 100 billion annual foreign direct investment (FDI) in the coming years, according to Union Minister of
Information and Broadcasting Mr. Ashwini Vaishnaw, as part of the government's strategy focused on infrastructure
investment, social upliftment, manufacturing growth, and simplification of business processes, amidst projections of
consistent 6-8% economic growth over the next decade.
• At the aggregate level, the capacity utilization (CU) in the manufacturing sector increased to 74.0% in Q2:2023-24 from
73.6% in the previous quarter.
166• In FY23, the export of the top 6 major commodities (Engineering goods, Petroleum products, Gems and Jewellery, Organic
and Inorganic chemicals, and Drugs and Pharmaceuticals) stood at US$ 295.21 billion.
• In FY24, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 59.1.
• India's manufacturing industry witnessed its fastest expansion in 16 years in March, with the HSBC final India Manufacturing
Purchasing Managers' Index (PMI) soaring to 59.1, the highest since February 2008. This surge was fuelled by increased
demand, resulting in notable improvements in new orders, output, input stocks, and job creation, as reported by S&P Global.
• In May 2024, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 57.5.
• India's overall exports during the April-February period of 2023-24 are estimated to be US$ 709.81 billion, reflecting a
marginal positive growth of 0.83% over the April-February period of 2022-23. In February 2024 alone, exports stood at US$
73.55 billion, showing a growth of 14.20% compared to the same month in the previous year.
• The Employees' Provident Fund Organization (EPFO) added 8.41 lakh people in December 2023.
• The latest payroll data shows a significant increase in female workforce participation. Out of 8.41 lakh new members, around
2.09 lakh are female, the highest in three months. This marks a 7.57% increase from November 2023. Additionally, the net
female member addition stood at approximately 2.90 lakh, up by about 3.54% from the previous month.
• Amazon Inc’s cloud computing division, Amazon Web Services, became the latest company to invest in India. The company
has planned to invest US$13 billion (over Rs 1 lakh crore) in India by 2030 to build its cloud infrastructure and create
thousands of jobs.
• For the month of April 2024, the Quick Estimates of Index of Industrial Production (IIP) with base 2011-12 stands at 147.7.
The Indices of Industrial Production for the Mining, Manufacturing and Electricity sectors for the month of January 2024
stand at 130.8, 144.2, and 212.0, respectively.
• On February 29, 2024, India approved the construction of three semiconductor plants with investments exceeding $15 billion.
These plants aim to establish India as a major chip hub, with Tata Electronics, Tata Semiconductor Assembly and Test Pvt
Ltd, and CG Power spearheading the projects in Gujarat and Assam. This initiative aligns with India's goal to bolster its
semiconductor ecosystem and create numerous advanced technology jobs.
• In October 2021, information technology major Zoho, announced that it will invest Rs. 50–100 crore (US$ 6.7-13.4 million)
and form a new company, that will focus on research and development (R&D) in the manufacturing sector.
• India’s GDP surged in the January-March quarter, growing 7.8%, exceeding the 6.7% forecast. Manufacturing rebounded
by 9.9%, contrasting with last year's contraction. GDP for the fiscal year hit 8.2%. IMF projects India as the world's fourth-
largest economy by 2025.
• India’s gross value added (GVA) at current prices was estimated at US$ 506.35 billion as per the quarterly estimates of the
fourth quarter of FY24.
• In August 2021, Wistron Corp. collaborated with India's Optiemus Electronics to manufacture products such as laptops and
smartphones, giving a major boost to the ‘Make in India’ initiative and electronics manufacturing in the country.
• In April 2021, Samsung started manufacturing mobile display panels at its Noida plant and plans to ramp up manufacturing
IT display panels soon.
• Samsung Display Noida, which has invested Rs. 4,825 crore (US$ 650.42 million) to move its mobile and IT display
manufacturing plant from China to Uttar Pradesh, has received special incentives from the state government.
• In April 2021, Bharti Enterprises Ltd., and Dixon Technologies (India) Ltd., formed a joint venture to take advantage of the
government's PLI scheme for the manufacturing of telecom and networking products.
Government Initiatives
The Government of India has taken several initiatives to promote a healthy environment for the growth of manufacturing
sector in the country. Some of the notable initiatives and developments are:
In the Interim Union Budget 2024-2025:
• In the interim budget 2024, the allocation for the Production Linked Incentive (PLI) Scheme for various sectors saw a
substantial increase, with notable examples including a 360% rise to Rs 6,903 crore (US$ 830 million) for the
Semiconductors and Display Manufacturing Ecosystem and a 623% surge to Rs 3,500 crore (US$ 421 million) for the
Automobile sector.
• In the interim budget 2024, there was commendable fiscal responsibility demonstrated alongside significant investments in
infrastructure, including emphasis on affordable housing, clean energy, and technological advancement. Additionally, the
budget allocated funds for the creation of a Rs 1-lakh crore (US$ 12 billion) innovation fund for sunrise domains, providing
a substantial boost for the startup industry. Moreover, there was a notable focus on promoting the shift to electric vehicles
(EV) through the expansion of EV charging networks, thereby offering opportunities for small vendors in manufacturing and
maintenance.
• In the Interim Union Budget 2024-25, the Ministry of Defence has been allocated Rs. 621,541 crore (US$ 74.78 billion),
marking a significant increase of approximately 4.72% from the previous allocation of Rs. 593,538 crore (US$ 71.41 billion).
167• On the 10th anniversary of the 'Make in India' initiative, Union Commerce and Industry Minister Mr. Piyush Goyal reported
significant achievements, including an 85% reduction in mobile imports and a 200% increase in manufacturing jobs from
2022 to 2024. He emphasized that 99% of mobile phones in India are now produced domestically, reflecting the initiative's
success in transforming India's manufacturing landscape and attracting substantial Foreign Direct Investment (FDI). He
highlighted ongoing efforts to improve the ease of doing business and support the startup ecosystem, aiming to position India
as a global manufacturing hub and a developed nation by 2047.
• Union Minister of Education and Skill Development & Entrepreneurship, Mr. Dharmendra Pradhan inaugurates Rashtriya
Udyamita Vikas Pariyojana under Skill India Mission, empowering PM SVANidhi beneficiaries with comprehensive 22-
week entrepreneurship training, including theoretical and practical components, in collaboration with Flipkart and focusing
on 40% women participation.
• Semiconductor associations IESA and SEMI signed a Memorandum of Understanding (MoU) in Bengaluru to establish India
as a global manufacturing hub, focusing on talent development, policies, design, skilling, research, academia, and supply
chains, leveraging SEMI's international network and IESA's expertise.
• Under the Skill India mission, Pradhan Mantri Kaushal Vikas Yojana (PMKVY) has trained over 1.40 crore candidates since
2015, as per Skill India Digital data until December 13, 2023. Notably, in the Short-term Training (STT) program, 42% of
certified candidates found placement opportunities, with 24.39 lakh candidates successfully placed out of 57.42 lakh
certified.
• In the Union Budget 2023-24:
• Startups incorporated within a time-period and meeting other conditions can deduct up to 100% of their profits; the end of
this period has been extended from March 31, 2023, to March 31, 2024. In addition, the period within which losses of startups
may be carried forward has been extended from seven to ten years.
• As per the Union Budget 2023 – 24, the income tax rate for new co-operative societies engaged in manufacturing activities
has been lowered from 22% to 15% (plus 10% surcharge).
• The upper limit on turnover for MSMEs to be eligible for presumptive taxation has been raised from Rs. 2 crore (US$
2,43,044) to Rs. 3 crore (US$ 3,64,528). The upper limit on gross receipts for professionals eligible for presumptive taxation
has been raised from Rs. 50 lakh (US$ 60,754) to Rs. 75 lakh (US$ 91,132).
• Expenditure on fertilizer subsidy is estimated at Rs. 1,75,100 crore (US$ 21.2 billion) in 2023-24. This is a decrease of Rs.
50,120 crore (US$ 6.09 billion) (22.3%) from the revised estimate of 2022-23. Fertilizer subsidy for 2022-23 was increased
substantially in response to a sharp increase in international prices of raw materials used in the manufacturing of fertilizers.
• The Centre will facilitate one crore farmers to adopt natural farming. For this, 10,000 Bio-Input Resource Centres will be
set-up, creating a national-level distributed micro-fertilizer and pesticide manufacturing network.
• To avoid cascading of taxes on blended compressed natural gas, excise duty on GST-paid compressed biogas contained in it
has been exempted from excise duty. Customs duty exemption has been extended to import of capital goods and machinery
required for manufacture of lithium-ion cells for batteries used in electric vehicles.
• To further deepen domestic value addition in manufacture of mobile phones, the finance minister announced relief in customs
duty on import of certain parts and inputs like camera lens. The concessional duty on lithium-ion cells for batteries will
continue for another year. Basic customs duty on parts of open cells of TV panels has been reduced to 2.5%. The Budget
also proposes changes in the basic customs duty to rectify inversion of duty structure and encourage manufacturing of
electrical kitchen chimneys.
• Basic customs duty on seeds used in the manufacture of Lab Grown Diamonds has also been reduced.
• Ministry of Defence has set a target of achieving a turnover of US$ 25 million in aerospace and defence Manufacturing by
2025, which includes US$ 5 billion exports. Till October 2022, a total of 595 Industrial Licences have been issued to 366
companies operating in Defence Sector.
• A new category of capital procurement ‘Buy {Indian-IDDM (Indigenously Designed, Developed and Manufactured)}’ has
been introduced in Defence Procurement Procedure (DPP)-2016.
• By 2030, the Indian government expects the electronics manufacturing sector to be worth US$ 300 billion.
• Initiatives like Make in India, Digital India and Startup India have given the much-needed thrust to the Electronics System
Design and Manufacturing (ESDM) sector in India.
• Moreover, the government’s endeavours such as Modified Special Incentive Scheme (M-SIPS), Electronics Manufacturing
Clusters, Electronics Development Fund and National Policy on Electronics 2019 (NPE 2019) have been a huge success.
• The Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors (SPECS) has been notified
with an aim to strengthen the value chain for the manufacturing of electronic products in India.
• In the Union Budget 2022-23:
• Ministry of Defence was allocated Rs. 525,166 crore (US$ 67.66 billion).
• The government allocated Rs. 2,403 crore (US$ 315 million) for Promotion of Electronics and IT Hardware Manufacturing.
• The PLI for semiconductor manufacturing is set at Rs. 760 billion (US$ 9.71 billion), with the goal of making India one of
the world's major producers of this crucial component.
• The government approved a PLI scheme for 16 plants for key starting materials (KSMs)/drug intermediates and active
pharmaceutical ingredients (APIs). The establishment of these 16 plants would result in a total investment of Rs. 348.70
168crore (US$ 47.01 million) and generation of ~3,042 jobs. The commercial development of these plants is expected to begin
by April 2023.
• In September 2022, the National Logistics Policy was launched by Prime Minister Mr. Narendra Modi which ensures quick
last mile delivery, ends transport-related challenges.
• In November 2021, the Experts' Advisory Committee (EAC) of the Department for Promotion of Industry and Internal Trade
approved Rs. 3 crore (US$ 403,293.54) for the Atal Incubation Centre (AIC), Pondicherry Engineering College Foundation
(PECF), under the Start-up India Seed Fund scheme.
• In September 2021, Prime Minister Mr. Narendra Modi approved the production-linked incentive (PLI) scheme in the textiles
sector—for man-made fibre (MMF) apparel, MMF fabrics and 10 segments/products of technical textiles—at an estimated
outlay of Rs. 10,683 crore (US$ 1.45 billion).
• India outlined a plan in August 2021 to reach its goal of US$ 1 trillion in manufactured goods exports.
• In July 2021, the government launched six technology innovation platforms to develop technologies and thereby, boost the
manufacturing sector in India to compete globally.
• To propagate Make in India, in July 2021, the Defence Ministry issued a tender of Rs. 50,000 crore (US$ 6.7 billion) for
building six conventional submarines under Project-75 India.
• In May 2021, the government approved a PLI scheme worth Rs. 18,000 crore (US$ 2.47 billion) for production of advanced
chemical cell (ACC) batteries; this is expected to attract investments worth Rs. 45,000 crore (US$ 6.18 billion) in the country,
and further boost capacity in core component technology and make India a clean energy global hub.
• In India, the market for grain-oriented electrical steel sheet manufacturing is witnessing high demand from power transformer
producers, due to the rising demand for electric power and increasing adoption of renewable energy in the country.
• The Mega Investment Textiles Parks (MITRA) scheme to build world-class infrastructure will enable global industry
champions to be created, benefiting from economies of scale and agglomeration. Seven Textile Parks will be established
over three years.
• The government proposed to make significant investments in the construction of modern fishing harbours and fish landing
centres, covering five major fishing harbours in Kochi, Chennai, Visakhapatnam, Paradip, and Petuaghat, along with a
multipurpose Seaweed Park in Tamil Nadu. These initiatives are expected to improve exports from the textiles and marine
sectors.
• The 'Operation Green' scheme of the Ministry of the Food Processing Industry, which was limited to onions, potatoes, and
tomatoes, has been expanded to 22 perishable products to encourage exports from the agricultural sector. This will facilitate
infrastructure projects for horticulture products.
Road Ahead
India is an attractive hub for foreign investments in the manufacturing sector.
Several mobile phone, luxury, and automobile brands, among others, have set up
or are looking to establish their manufacturing bases in the country. The
manufacturing sector of India has the potential to reach US$ 1 trillion by 2025.
The implementation of the Goods and Services Tax (GST) will make India a
common market with a GDP of US$ 3.4 trillion along with a population of 1.48
billion people, which will be a big draw for investors. The Indian Cellular and
Electronics Association (ICEA) predicts that India has the potential to scale up
its cumulative laptop and tablet manufacturing capacity to US$ 100 billion by
2025 through policy interventions.
One of the initiatives by the Government of India's Ministry for Heavy Industries & Public Enterprises is SAMARTH Udyog
Bharat 4.0, or SAMARTH Advanced Manufacturing and Rapid Transformation Hubs. This is expected to increase
competitiveness of the manufacturing sector in the capital goods market. With impetus on developing industrial corridors
and smart cities, the Government aims to ensure holistic development of the nation.
(Source: https://www.ibef.org/industry/manufacturing-sector-india )
GLOBAL TRADE INDUSTRY
Global trade is expected to maintain its upward trajectory in the second half of 2024. Trade in goods increased by
approximately 1.5 per cent quarter-over-quarter (QoQ) in Q3, while services trade grew by around 1 per cent. According to
the UNCTAD nowcast, this positive momentum is expected to continue into Q4. As a result, global trade is set to exceed its
2022 record, reaching nearly US$ 33 trillion in 2024. This record high is largely driven by an annual 7 per cent increase in
services trade, while goods trade is projected to grow by about 2 per cent in 2024 and remain below its 2022 peak. Overall,
global trade is expected to expand by about US$ 1 trillion (or 3.3 per cent) in 2024, with both goods and services contributing
approximately US$ 500 billion each.
169Throughout 2024, global trade trends continued to follow the gradual increase that began in the second half of 2023. During
the last four quarters, trade growth in developing countries generally outpaced that of developed countries. However, this
trend inverted in Q3 2024, with trade growth largely driven by positive trade dynamics in developed economies. In contrast,
trade growth in East Asia stalled, and some of the largest Asian developing economies saw negative growth. Overall, trade
in services substantially outpaced merchandise trade growth in 2024, although this was partially due to services price
inflation. Both merchandise and services trade experienced positive quarter-over-quarter growth in Q3 2024 globally, with
expectations for continued growth in Q4, also driven by frontloading in anticipation of potential changes in United States
trade policy. Trade in services is expected to finish the year on a positive note, but its strong growth in early 2024 appears to
have significantly tapered off in the second half of the year.
As we look into 2025, moderating global inflation, stable economic growth forecasts and improving business activity point
to continued positive momentum in global trade for early 2025. However, this trend is expected to face substantial challenges.
Potential shifts in United States trade policy, and the increased use of industrial policies in many countries, are likely to
negatively influence global trade growth. In addition, the threat of renewed and expanded trade wars, along with ongoing
geopolitical tensions, casts uncertainty on the outlook for global trade in 2025.
Some factors making global trade outlook very uncertain for 2025 include:
• Shifts in United States trade policy stance
The United States is anticipated to adopt a more protectionist trade policy. In this context, new tariffs may not only be
directed at specific products, but rather implemented more broadly. Moreover, tariffs could be affecting not only geopolitical
170adversaries but also key trading partners, particularly those with higher tariffs and significant trade surpluses with the United
States. Even modest changes in United States tariffs will have substantial effects on global trade dynamics, given the United
States’s role as a major consumer market and the interconnectedness of cross-border value chains.
• Ripple effects of trade restrictions
Unilateral and highly restrictive trade policies frequently prompt retaliatory actions creating a cycle of escalating trade
barriers which may eventually involve also third parties. Moreover, tariffs applied to specific segments of global value chains
often have a ripple effect, impacting not only the targeted industries and countries, but also the entire value chain. Even in
the absence of actual tariff increases, the mere threat of tariffs and possibility of retaliatory actions fosters a less predictable
global trade environment, which can negatively impact not only international trade but also investments and overall economic
growth.
• Increase in subsidies and trade restrictive measures
The prioritization of national concerns and the urgency of fulfilling climate commitments will likely continue to shape
changes in both industrial and trade policies into 2025. A rise in trade-restrictive measures and inward-looking industrial
policies designed to support the production of sustainable and environmentally friendly products is expected to negatively
affect the growth of international trade, particularly in strategic sectors.
• United States dollar impact on global trade
Geopolitical tensions and United States policy shifts are expected to potentially lead to an appreciation of the United States
dollar. However, possible interest rate cuts in 2025 could also weaken the dollar. Since most commodities and international
transactions are priced in United States dollars, its value is crucial for global trade. Consequently, uncertainty about the
dollar’s strength creates uncertainty in global trade.
• Lower shipping costs
In the second half of 2024 there has been a reduction in demand for container shipping, as reflected by a significant decrease
in the Shanghai Containerized Freight Rate Index. While these indices indicate lower shipping costs, they also indicate lower
global demand both for intermediate inputs and processed goods.
Trade trends in the major economies
Merchandise trade showed mixed trends among major economies in Q3 2024. China and India trade growth, albeit still
positive on an annual basis, saw imports and exports contract in Q3. Brazil’s trade growth slowed but remained positive both
on an annual and quarterly basis. Republic of Korea export growth also decelerated yet stayed the highest among major
economies annually. Conversely, trade accelerated in several major economies. Japan and South Africa saw strong Q3
growth, though their annual performance stayed negative. Similar trends are observed for the Republic of Korea’s and
European Union imports. The United States stood out with robust trade growth on both annual and quarterly bases,
particularly driven by imports.
Services trade continued to grow in Q3 2024, but at a slower pace compared to annual figures, suggesting that the positive
trend in services trade may have plateaued for most economies. Growth remained strong in the trade of services for the
171European Union and the Republic of Korea, as well as in Brazil’s and the Russian Federation’s imports, and in China’s
exports. However, imports of services for China saw a substantial deceleration, turning negative in Q3 2024.
Regional trade trends
In Q3 2024, developed countries reversed a previous downward trend, with both imports and exports showing robust growth.
In contrast, developing countries saw weaker trade performance, with quarter-over-quarter growth falling below the annual
average, and in the case of imports turning negative. Still, developing countries’ trade largely outperformed developed
countries’ trade on a yearly basis. South-South trade growth was negative in Q3 2024, primarily due to below-average trade
growth with the East Asian region.
Most regions experienced positive overall trade growth during Q3 2024, however trade contracted in the West and South
Asia regions, as well as in imports for the Pacific region. Export growth slowed in East Asia and Africa but increased in
North America and Europe. Intra-regional trade growth was generally positive in Q3 2024, except in North America and
Africa. On an annual basis, trade growth was stronger in North America and East Asia, while negative in Europe, the region
comprising the Russian Federation and in the Pacific region.
172Global trade dynamics and trade dependence
Since the second half of 2022, there has been a significant shift towards more politically aligned trade relationships. This
shift suggests that bilateral trade has increasingly favoured countries with similar geopolitical positions, a trend often referred
to as friend-shoring. By the second half of 2023, this trend began to stabilize. At the same time, global trade has become
more concentrated around major trading partners, although this trend started to reverse in 2024.
Geo economic issues continue to play a significant role in shaping key bilateral trade trends. These factors not only impact
trade between the major economies but can also influence their trade dynamics with other trading partners. Another
significant factor impacting bilateral trade is the ongoing reshaping of value chains.
173Global trade trends at the sectoral level
Trade growth has shown significant variation across sectors over the past four quarters. This diversity is particularly evident
in Q3 2024, where global trade growth was most pronounced in information and communication technology (ICT) sectors,
such as communication and office equipment, as well as in apparel. On the other hand, global trade value declined for sectors
such as road vehicles, textiles, metals, and energy. On an annual basis, global trade remains negative in several sectors,
including apparel, chemicals, energy, metals, and other manufacturing industries. This heterogeneity highlights the uneven
recovery and shifting dynamics within global trade, with some sectors continuing to lag while others experience growth.
(Source: https://unctad.org/publication/global-trade-update-december-2024 )
INDIAN TRADE INDUSTRY
Introduction
India's gross domestic product (GDP) at current prices in the third quarter
of 2023-24 is estimated to be Rs. 75.49 lakh crore (~US$ 915.04 billion),
as against Rs. 68.58 lakh crore (~US$ 831.29 billion) in the third quarter
of 2022-23, showing a growth rate of 10.1%.
India’s overall exports during April-March 2023-24 were estimated at
US$ 776.68 billion compared to US$ 776.40 billion during April-March
2022-23.
India’s overall exports in March 2024 were estimated to be US$ 70.21
billion and the overall imports during the same period were estimated to
be US$ 73.12 billion. India’s merchandise exports exhibited a positive
growth in 17 out of 30 sectors in March 2024 as compared to the same period last year and imports exhibited a negative
growth in 18 out of 30 sectors (y-o-y) in the same period. Among the commodity groups, exports of handicrafts excluding
hand-made carpet (128.39%), spices (51.01%), coffee (40.3%), organic & inorganic chemicals (39.67%), tobacco (35.81%),
tea (27.05%), electronic goods (23.12%), carpet (16.23%), drugs & pharmaceuticals (12.73%), plastic & linoleum (11.16%),
engineering goods (10.66%), meat, dairy & poultry products (8.72%), cereal preparations & miscellaneous processed items
(8.23%), cotton yarn/fabrics/made-ups, handloom products etc. (6.78%), fruits & vegetables (2.92%), RMG of all textiles
(1.7%) and ceramic products & glassware (0.22%), registered growth (y-o-y) in March 2024.
Capital Inflows
As of April 12, 2024, foreign exchange reserves in India stood at US$ 643.16 billion.
External Sector
Recent developments in the external sector are as follows:
174• India and the European Free Trade Association (EFTA) signed a Trade and Economic Partnership Agreement (TEPA) on
March 10, 2024. The TEPA, approved by the Union Cabinet, aims to enhance trade and economic collaboration between
India and EFTA countries, including Switzerland, Iceland, Norway, and Liechtenstein. The FTA will provide a window to
Indian exporters to access large European markets.
• On February 21, 2024, the Union Cabinet, chaired by Prime Minister Mr. Narendra Modi, approved amendments to the
Foreign Direct Investment (FDI) policy on the space sector, allowing 100% FDI and liberalized entry routes for various
activities such as satellite manufacturing, launch vehicles, and spaceports. These reforms aim to attract investors, boost
private sector participation, create employment opportunities, and promote self-reliance in line with the Indian Space Policy
2023.
• In January 2024, the Union Cabinet approved the proposal for the signing of a protocol to establish a Joint Economic and
Trade Committee (JETCO) between India and the Dominican Republic, signifying the strengthening of bilateral relations,
between the two nations. The establishment of JETCO will bolster economic ties and serve as a platform for discussions,
information exchange, and collaboration between India and the Dominican Republic and is also expected to open doors to
broader markets in Latin America and the Caribbean.
• On January 16, 2024, Union Minister of Commerce & Industry, Consumer Affairs, Food & Public Distribution, and Textiles,
Mr. Piyush Goyal, chaired the second meeting of the reconstituted Board of Trade in New Delhi. He announced the initiation
of the Trade Connect ePlatform, facilitating connections between Indian exporters and international trade stakeholders.
• In January 2024, Union Minister of Commerce & Industry, Consumer Affairs, Food & Public Distribution, and Textiles, Mr.
Piyush Goyal, aspired to elevate India-UAE bilateral trade to US$ 100 Billion. Speaking at the 'UAE India Business Summit'
during the 10th Vibrant Gujarat Global Summit, he underscored the broad collaboration areas between the two nations,
including space exploration, security, education, and climate action.
• In December 2023, India and Oman held second round of discussion on bilateral trade and investment relations. The leaders
expressed satisfaction at the pace of ongoing negotiations for signing an India-Oman Comprehensive Economic Partnership
Agreement (CEPA)
• In November 2023, The Commerce Ministry announced that it is partnering with e-commerce companies to boost exports
from districts through the "Districts as Export Hubs" initiative. This collaborative effort aims to empower MSMEs by
leveraging e-commerce platforms. The Directorate General of Foreign Trade (DGFT) has signed a Memorandum of
Understanding (MoU) with Amazon, focusing on capacity building for MSMEs in specific districts. This strategic
collaboration seeks to enhance the export capabilities of MSMEs in identified areas through the facilitation and support of
e-commerce platforms.
• On October 9, 2023, the Commerce Ministry announced that the export status certificate will now be issued based on the
available electronic data and traders will not have to apply to get the recognition.
• In September 2023, it was announced that, under the Bay of Bengal Initiative for Multi-sectoral Technical and Economic
Corporation (BIMSTEC), India will be annually exporting eggs worth Rs. 350 crore (US$ 42.1 million) to Sri Lanka’s State
Trading Corporation to help the island nation tide over the crisis.
• On September 11, 2023, it was notified that India and Saudi Arabia have begun discussions on settling their trade in local
currencies.
• In September 2023, India agreed to bring down the import duty to 5-10% on some fresh and processed food items as part of
a larger dispute settlement between New Delhi and Washington at the World Trade Organization (WTO).
• In August 2023, Minister of Commerce and Industry, Mr. Piyush Goyal and US Trade Representative Ms. Katherine Tai
discussed ways to promote trade and investments between the two countries.
• As notified in August 2023, India’s toy exports increased by 60% from US$ 203.46 million in 2018-19 to US$ 325.72 million
in 2022-23.
• On July 25, 2023, the 8th Foreign Office Consultations between India and Brunei were held in Bandar Seri Begawan. The
two sides reviewed their bilateral relations and discussed ways to strengthen cooperation including in trade, commerce,
investments, defense, and space.
175• As reported in July 2023, Germany's Vice Chancellor and Minister of Economic Affairs and Climate Action Mr. Robert
Habeck highlighted that India and Germany want to further strengthen bilateral cooperation and increase investments and
collaboration among companies.
• The government, on July 17, 2023, simplified norms for exporters to avail benefits of an advance authorization scheme under
which free imports of input materials are allowed. The eligibility of inputs is determined by sector-specific norms committees
based on input-output norms.
• India and Indonesia were working on a real-time payment mechanism and trading in local currencies, the two countries
announced. The two countries launched an Economic and Financial Dialogue that will focus on enhancing bilateral trade and
investment, financial services, and infrastructure development, among others.
• In July 2023, Finance Minister Ms. Nirmala Sitharaman and Canadian Deputy Prime Minister Ms. Chrystia Freeland
discussed the progress being made on ongoing bilateral trade negotiations between the two countries.
• As reported in June 2023, India and Israel were planning a slew of initiatives to bolster their cooperation in agriculture. The
two countries are planning to push high-level agricultural technology cooperation between Israeli institutions and the Indian
Council of Agricultural Research (ICAR).
• The Sharjah Chamber of Commerce and Industry (SCCI) successfully concluded its trade mission to India in June 2023,
after five days of fruitful meetings and discussions with Indian business and industrial associations in New Delhi and
Mumbai. The trade mission, organized by the Sharjah Exports Development Centre, visited the Indian Capital and
commercial hub to discuss potential investment advantages and lucrative opportunities to further strengthen bilateral ties.
• Mango exports to the US from India witnessed unprecedented success in 2023 and are expected to double this year. The
presence of a substantial Indian diaspora, numbering 4.7 million strong, has been the primary driving force behind the surge
in demand for Indian mango varieties in the North American country.
• On May 29, 2023, India and Singapore agreed to create opportunities for lifelong learning, building a future-ready workforce,
and making knowledge and skill development a key pillar of strategic partnership.
• The government on May 24, 2023, allowed the exports of broken rice based on permission given by the government for
shipments to other countries to meet their food security needs, although the export of broken rice is banned in general.
• In May 2023, Prime Minister Mr. Narendra Modi and his British counterpart Mr. Rishi Sunak reviewed the progress of the
ongoing free trade agreement (FTA) negotiations and agreed for their trade teams to continue at pace towards an "ambitious"
deal.
• Exports of engineering goods to Russia jumped eleven times in April 2023 to US$ 133.6 million as compared to the year-
ago month.
• To boost ties between India and Egypt, the Academy of Scientific Research and Technology (ASRT), - an Egyptian council
of planning just like NITI Ayog in India, has appointed Dr. Abdul Rehman Ilyas as an advisor to the President of ASRT
thereby promoting and propagating the bilateral relationship in different spheres between the two nations.
• The Netherlands emerged as India's third largest export destination after the US and UAE during 2022-23, according to the
commerce ministry's data. India's exports to the Netherlands rose by about 48% to US$ 18.52 billion during 2022-23 as
against US$ 12.5 billion in 2021-22.
• India became Europe’s largest supplier of refined fuels in April 2023.
• Electronics export from India became the sixth largest export commodity segment surpassing the readymade garment basket,
according to a government estimate for selected major commodities.
• On April 25, 2023, the Indian Apex exporters body- the Federation of Indian Export Organizations (FIEO) announced that
it signed a memorandum of understanding (MoU) with Business Russia to promote trade and investments between the two
countries. The two organizations will cooperate to arrange exhibitions, buyers-sellers meetings, workshops, and seminars,
and encourage enterprises to work in tandem with their counterparts for joint ventures.
176• On April 12, 2023, India and Italy discussed the progress of talks on the proposed free trade agreement between New Delhi
and the EU and hope for its early conclusion.
• In March 2023, the Government approved the export of 3.5 lakh tonnes (LT) of broken rice to Gambia and Senegal, as
earlier, in September 2022, the broken rice shipments were banned.
• In March 2023, India, and the European Union (EU) concluded the fourth round of talks for a comprehensive free trade
agreement (FTA) in Brussels.
• In March 2023, India announced wheat assistance of 20,000 million tonnes (MT) to Afghanistan in partnership with the
United Nations World Food Programme (UNWFP) through Iran’s Chabahar Port.
• In February 2023, India and Iraq discussed ways to further increase and diversify the trade from oil to non-oil sectors to have
an economic partnership and technology engagement.
• As reported in February 2023, India, Brazil, and the US, as leading biofuel producers and consumers, will work together
during the next few months towards setting up a global biofuel alliance along with other interested countries.
• As of January 2023, the UAE was in early discussions with India to trade non-oil commodities in Indian rupees. The UAE’s
trade deal with India aims to increase bilateral non-oil trade to US$ 100 billion in the next five years.
• As reported in January 2023, India’s two recently signed Free Trade Agreements (FTAs) with the UAE and Australia resulted
in strong double-digit growth in exports to these countries. After the operationalization of the India-UAE Comprehensive
Economic Partnership Agreement (CEPA), the gems and jewellery industry witnessed a 25% growth in exports to the UAE.
• During April-December of FY23, the Netherlands emerged as India’s third largest export destination after the US and the
UAE on account of an increase in shipments of goods such as petroleum products, chemicals, electronic items, and aluminium
goods.
• In April-December of the fiscal year 2022-23, the US emerged as India's top destination for merchandise exports at US$ 59.7
billion.
• In December 2022, India extended its policy to allow imports of lentils and vegetable oils such as palm oil, soy oil, and
sunflower oil at lower taxes by a year until March 2024.
• In December 2022, India exported the first consignment of jewellery products made up of gold, silver, and imitation jewellery
to Australia worth about Rs. 2,400 crore (US$ 300 million) under the Economic Cooperation and Trade Agreement. The
ECTA is expected to double the bilateral gem and jewellery trade from the present US$ 1.27 billion to US$ 2.5 billion over
the next three years.
• In December 2022, Bangladesh approached India to source at least 0.5 million tonnes (MT) of parboiled rice on a
government-to-government (G2G) basis for distribution through ration shops.
• As of December 2022, Indian banks started looking at the possibility of initiating rupee trade with Bangladesh and African
countries like Egypt to make the rupee an international currency. The overseas trade in the rupee would safeguard the external
sector from fluctuation in the forex market.
• In November 2022, nine special Vostro accounts have been opened with two Indian banks after permission from the Reserve
Bank of India (RBI) to facilitate overseas trade in the Indian rupee.
• In November 2022, India said it would allow cargoes of white and brown rice backed by letters of credit issued before
September 9 to be shipped overseas, a measure that provides some relief to exporters grappling with fresh government curbs.
• As reported in September 2022, India’s non-petroleum exports to the United Arab Emirates (UAE) grew 14% on year to
US$ 5.92 billion during June-August, from US$ 5.17 billion a year ago, because of the CEPA agreement.
• In September 2022, GREENEST, a leading plant protein food brand, shipped India’s first plant-based meat export
consignment of 5,000 Kg to the USA from Gujarat.
177• In September 2022, the government amended the Foreign Trade Policy to allow international trade invoicing, payment, and
settlement in the Indian rupee, activating the mechanism announced by the Reserve Bank of India (RBI) to facilitate trade in
the domestic currency.
• In August 2022, Bangladesh announced deals with Vietnam and India to import a total of 330,000 tonnes of rice as it races
to replenish reserves and cool domestic prices.
• In August 2022, Tripura exported nearly 9,909 tonnes of pineapples worth Rs. 14 crore (US$ 1.71 million) to Dubai, Qatar,
and Bangladesh.
• In August 2022, the EU announced the ending duty benefits for 1,800 goods under the Generalised Tariff Preference Scheme.
India's exports of plastics, stone, machinery, and mechanical appliances worth US$ 7.9 billion to the EU will no longer be
eligible for low or zero-duty concessions from January 2023.
• In August 2022, the Minister of State for External Affairs and Education met with the visiting Minister of Commerce of
Kiribati to discuss strengthening bilateral ties between the two nations.
• In July 2022, 29 non-official members from large and small enterprises and different sectors in the Board of Trade which
includes participants from states, union territories, and senior officials from public and private sectors, provide a platform to
discuss ways to boost manufacturing and exports.
• In July 2022, The Ministry of Food Processing Industries (MOFPI) signed a Memorandum of Understanding (MoU) with
Japan, Italy, Vietnam, and Taiwan for the promotion of investment in the food processing sector, including cold chain.
• In July 2022, the bilateral trade between India and Thailand reached an all-time high of around US$ 15 billion in 2021-22 as
the domestic market remains attractive for Thai investors.
• In July 2022, the Federation of Indian Export Organisations (FIEO) signed a Memorandum of Understanding (MoU) with
Rubix Data Sciences to facilitate Legal Entity Identifier (LEI) issuance to Indian exporters and entities.
• In July 2022, the 13th session of the India-Uzbekistan Inter-Governmental Commission (IGC) was held in which 7 emerging
areas were identified for increased cooperation such as digital payments, space, agriculture, dairy, and pharma.
• In July 2022, India signed MoUs with Myanmar, Malawi, and Mozambique to increase pulse import.
• In June 2022, ahead of a key ministerial meeting of the World Trade Organization (WTO), at least 60 countries including
India, China, Pakistan, Egypt, Indonesia, and South Africa have proposed a new method to calculate subsidies given to
purchase, stockpile and distribute food to ensure food security for developing and poor nations.
• As reported in June 2022, India was providing safety certification for dozens of ships managed by a Dubai subsidiary of top
Russian shipping group Sovcomflot, enabling oil exports to India and elsewhere after Western certifiers withdrew their
services due to global sanctions against Moscow.
• In June 2022, the Centre for Global Affairs and Public Policy hosted a round table conference on "G-20, the Indo-Pacific
and the Regional Economic Order: Collaborative Synergies between India and Indonesia" in New Delhi.
• In June 2022, After a nine-year lull, India, and the EU re-launch negotiations for the India-EU Free Trade Agreement.
• In June 2020, Iran’s state-run shipping company said it started its first transfer of Russian goods to India, using a new trade
corridor that transits the Islamic Republic.
• In June 2022, The Indian Cabinet approved the proposal for signing a bilateral MoU between India and the United Arab
Emirates (UAE) on Cooperation in the field of Industries and Advanced Technologies to push commercial ties.
• In May 2022, the Comprehensive Economic Partnership Agreement between India and the UAE will come into effect. The
agreement will provide significant benefits to Indian and UAE businesses, including enhanced market access and reduced
tariffs.
• In May 2022, India and Germany committed to reforming the WTO to strengthen its principles and functions as well as
preserve the autonomy of the two-tier appellate body of the global trade organization.
178• In May 2022, Prime Minister Narendra Modi held a series of bilateral meetings with his counterparts from Norway, Sweden,
Iceland, and Finland during which he discussed the ways to further deepen bilateral ties and exchanged views on regional
and global developments.
• In May 2022, Primark, one of Europe's biggest fast fashion chains, pledged to train an additional 125,000 smallholder cotton
farmers in more sustainable farming methods in India, Pakistan, and Bangladesh by the end of 2023.
• In May 2022, Russia offered to export 25 million tonnes of grain to India from August 1, 2022.
• In April 2022, Luxembourg announced its plans to collaborate with India with a focus on sustainable finance. an>
• In April 2022, India agreed to launch the EU-India Trade and Technology Council eyeing closer cooperation on strategic
aspects of emerging technologies and building trusted partnerships.pan>
• In April 2022, the government amended the rules of the Foreign Exchange Management Act (FEMA), paving the way for
up to 20% foreign direct investment in the insurance behemoth LIC. The government is planning to dilute its stake in LIC
through the Initial Public Offering (IPO).
• In April 2022, British Prime Minister Mr. Boris Johnson visited India and announced a raft of commercial agreements and
hailed a "new era" in bilateral trade and investment ties during his visit to India.
Foreign Trade Policy
Recent developments in foreign trade policy are as follows:
• On October 9, 2023, the Union Minister of Commerce & Industry, Consumer Affairs, Food & Public Distribution and
Textiles Mr. Piyush Goyal unveiled a significant initiative to issue system based automatic ‘Status Holder’ certificates under
the Foreign Trade Policy (FTP) 2023. As a result, the exporters will not be required to apply to the office of Directorate
General of Foreign Trade (DGFT) for a Status Certificate and the export recognition will be provided by the IT system based
on available Directorate General of Commercial Intelligence and Statistics (DGCIS) merchandise export electronic data and
other risk parameters. This will reduce compliance burden, promote ease of doing business and recognise the need of
collaboration within the Government.
• The new FTP is introducing a one-time Amnesty Scheme for exporters to close the old pending authorizations and start
afresh. It encourages recognition of new towns through the ‘Towns of Export Excellence Scheme and exporters through the
‘Status Holder Scheme’. The FTP 2023 is facilitating exports by streamlining the popular Advance Authorization and EPCG
schemes and enabling merchanting trade from India.
• On March 31, 2023, the Ministry of Commerce and Industry announced the Foreign Trade Policy (FTP) 2023. The FTP 2023
aims at process re-engineering and automation to facilitate ease of doing business for exporters. It also focuses on emerging
areas like dual-use high-end technology items under SCOMET, facilitating e-commerce export, and collaborating with States
and Districts for export promotion.
• On December 29, 2022, the India-Australia Economic Cooperation and Trade Agreement (IndAus ECTA) Australia took
effect. A government estimate has put the boost to bilateral trade in goods and services to be at US$ 45-50 billion over five
years, up from US$ 27.5 billion in 2021. The ECTA could also generate over 1 million jobs in India.
• The third round of the India-EU FTA took place from November 28 to December 9, 2022, in New Delhi. The talks focussed
on market access for agricultural goods, digital trade, environment & sustainability, and intellectual property, among other
issues. The talks between India and the EU also addressed issues like geographical indicators (GI) as well as investment
protection agreements.
• In September 2022, Canada and India concluded the fourth round of negotiations on an Early Progress Trade Agreement
(EPTA), bringing both parties one step closer to a much-awaited Canada-India Comprehensive Economic Partnership
Agreement (CEPA). The agreement would enable India to source high-quality raw materials and technology from Canada
to boost the performance of its domestic manufacturing sector.
• In November 2022, the Minister of Commerce and Industry, Consumer Affairs, Food, and Public Distribution and Textiles,
Government of India and the Secretary-General, Gulf Cooperation Council (GCC), held a joint press conference, in New
Delhi and decided to pursue the resumption of Free Trade Agreement (FTA) Negotiations aimed to create numerous jobs
179and raise living standards in both countries and significantly expand and diversify India’s trade with its largest trading bloc
GCC.
• In December 2022, the sixth round of talks for the India-UK FTA was conducted. The talks concluded with detailed draft
treaty discussions across 11 policy areas over 28 separate sessions. The seventh round is expected to be conducted in January
2023 in the UK.
• In April 2022, The Directorate General of Foreign Trade amended the import policy for ash containing precious metal or
precious metal compounds including gold, platinum, and silver to “restricted” from “free” which means a license would be
required for their inbound shipments.
• As announced in April 2022, helicopters, light tanks, loitering munition, and a range of missiles and ammunition are on the
latest 'no import' list over the next five years to completely procure them from Indian sources to reduce dependence on
foreign suppliers.
Road Ahead
India is presently known as one of the most important players in the global
economic landscape. Its trade policies, Government reforms, and inherent
economic strengths have contributed to its standing as one of the most sought-
after destinations for foreign investments in the world. India's Production-
Linked Incentive (PLI) schemes have emerged as a catalyst for improving the
trade balance by fostering domestic manufacturing. These initiatives, spanning
sectors like electronics, pharmaceuticals, and textiles, incentivize companies to
enhance production capabilities. The resultant increase in manufacturing not
only meets domestic demand but also positions India as a competitive exporter.
By reducing import dependency and promoting the export of value-added
goods, the PLI schemes contribute significantly to narrowing the trade deficit.
This strategic shift aligns with India's goal of becoming self-reliant and
underscores the pivotal role of targeted incentives in bolstering the country's trade dynamics. Also, technological, and
infrastructural development being carried out across the country augurs well for the trade and economic sector in the years
to come. The Government of India has been working on striking important deals with the European Unions and Governments
of various countries to increase contribution towards the economic development of the country and growth in the global
market. Significant changes to foreign trade policy such as enabling payment and settlement in the Indian Rupee and opening
of special rupee Vostro accounts supported by Indian banks will bring ease to international trade transactions. With more
than 35 countries expressing interest in this mechanism, the long-term aim is to internationalize the rupee and reduce the
depreciation of the domestic currency against the dollar.
(Source: https://www.ibef.org/economy/trade-and-external-sector)
INDIAN NUTRACEUTICALS INDUSTRY
The global nutraceutical market is currently estimated at around $400 billion, blending the fields of food, pharmaceuticals,
and biotechnology. India stands out as a key player, supported by its rich heritage of traditional knowledge, especially in
Ayurveda, and a unique ecosystem that fosters growth in this sector. However, India's share remains under 2% globally,
primarily due to a lack of defined industry classification within Indian ministries, limiting targeted sector support.
Recognizing the sector’s immense potential, the Council of Scientific and Industrial Research (CSIR) constituted a
Nutraceutical Sector Task Force (TF) in November 2021 under the chairmanship of the Principal Scientific Adviser to the
Government of India. This Task Force includes representatives from various ministries, including the Department of
Commerce, the Department of Pharmaceuticals, the Food Safety and Standards Authority of India (FSSAI), the Ministry of
AYUSH, and the Ministry of Food Processing. The TF also includes significant industry representation, ensuring that
industry concerns and challenges are directly addressed. The Task Force’s mandate includes proposing policy measures to
address challenges and drive initiatives toward the “Harmonized System of Nomenclature” and other international standards.
Key advantages for India in the nutraceutical industry include:
• A longstanding history in health science, especially Ayurveda, offering unique traditional knowledge.
• The presence of 52 agroclimatic zones, making India ideal for cultivating medicinal plants.
• A robust hub of over 1,700 medicinal plants, including globally recognized curcumin, bacopa and ashwagandha,
awaiting modern scientific validation.
180• Expertise in pharmaceutical formulation, influencing high-quality nutraceutical standards.
• A thriving startup ecosystem and a growing number of successful nutraceutical companies catalysing sectoral growth.
The TF’s initiatives have led to significant advancements, including:
• Introduction of HSN Codes: Development of the first-ever Harmonized System of Nomenclature codes for streamlined
trade.
• PLI Scheme: Creation of the first-ever Production-Linked Incentive (PLI) scheme for nutraceuticals.
• Nutraceutical Industry Panel: Formation of a dedicated nutraceutical industry panel under SHEFEXIL (Shellac & Forest
Products Export Promotion Council) to enhance regulatory and export support.
• Compliance and Export Initiatives: SHEFEXIL has recommended nutraceuticals remain classified as food products
under FSSAI’s jurisdiction. Additionally, nutraceutical exporters are now included in the Remission of Duties and Taxes
on Export Products (RoDTEP) Scheme, aligned with the Biodiversity Act 2023, to offset export costs and ensure EU
compliance.
India has also prioritized infrastructure support, with nutraceutical incubation hubs and centers of excellence. NIFTEM-
Kundli, Centurion University, and AIC-CSIR-CCMB have developed hubs fostering innovation, while the Kerala
government inaugurated the first government-backed Nutraceutical Centre of Excellence in 2024.
Through the Department of Commerce, India has showcased its nutraceutical strengths at global trade fairs, enhancing
visibility and forging connections with international stakeholders. The collaboration between the Task Force and the Central
Board of Indirect Taxes and Customs (CBIC) is working toward a unique HSN code to streamline exports and simplify
customs procedures.
With these strategic initiatives, India’s nutraceutical sector is set for unprecedented growth. India aims to position itself as a
global leader in nutraceuticals, combining traditional knowledge with modern science to attract global partnerships and
investments.
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=2071412 )
181OUR BUSINESS
Some of the information in this section, including information with respect to our strategies, contain forward-looking
statements that involve risks and uncertainties. Prospective investors should read “Forward-Looking Statements” beginning
on page 20 for a discussion of the risks and uncertainties related to those statements alongwith “Risk Factors”, “Other
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 31, 297 and 302 respectively, 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 Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and
references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated
or the context otherwise requires, the financial information for the Fiscals 2025, 2024 and 2023, included herein is based
on or derived from our Restated Consolidated Financial Information included in this Prospectus. For details, please see
“Restated Financial Information” beginning on page 265. The Restated Consolidated Financial Information is based on our
audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations
and amendments thereto.
For details relating to the defined terms in the section, please see “Definitions and Abbreviations” beginning on page 1.
Unless the context otherwise requires, in this section, references to “our Company” or “the Company” refers to Chemkart
India Limited, Easy Raw Materials Private Limited and Vinstar Biotech Private Limited, and references to “we”, “us”,
“our” refers to Chemkart India Limited and its Subsidiaries on a consolidated basis.
The following information is qualified in its entirety by, and should be read together with, the more detailed financial
and other information included in this Prospectus, including the information contained in “Risk Factors”, “Industry
Overview”, “Other Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 31, 152, 297 and 302 respectively
OVERVIEW
We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards
the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to
nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of
captivated nutritional supplements and components. We offer products across mainly seven product categories, i.e. Amino
Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably
to adapt to the growing awareness with respect to the needs of nutrition in the food products. For the Financial Year 2025,
our revenue from operations was ₹ 20,327.85 Lakhs, increasing from ₹13,202.69 lakhs for the Financial Year 2024 and
₹13,137.78 lakhs for the Financial Year 2023, growing at a CAGR of 24.39% between the Financial Years 2023 and 2025.
We specialize in one of the products mainly amino acid (i.e., the process where Amino acids act as the molecules that
combine to form proteins), for further details on the product wise revenue, please see below under the heading “Our
Competitive Strength” on page no. 185.
Our Company was established in the year 2020 as a Private Limited Company under the name Chemkart India Private
Limited vide Certificate of Incorporation dated March 06, 2020 issued by Deputy Registrar of Companies with Mr. Ankit
Shailesh Mehta and Ms. Parul Shailesh Mehta as the initial subscribers to the Memorandum of Association of our Company.
Our Company changed its name to Chemkart India Limited pursuant to issuance of Fresh Certificate of Incorporation dated
October 04, 2024 issued by Assistant Registrar of Companies/Deputy Registrar of Companies/ Registrar of Companies,
Central Processing Centre.
We target the Business to Business (B-to-B) platform which uses our products into manufacturing of finished supplements
which includes sports supplements, health supplements, vitamins, protein products etc. Our product assortment and
customer-centric approach aims to fulfil the daily and aspirational requirements of the end customers with a focus on variety,
affordability, quality and convenience. Since the commencement of our operations, we have developed good standing
relationships with our customers. We also engage actively with our suppliers to improve our supply chain processes.
Our Company carries out its operations from its registered office situated at office no. 403/404, 4th Floor, K.L. Accolade,
6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra, India, 400055 and has a warehouse facility located at Survey no.
228, H. No. 5, Gala no. 7, 8, 9, 10, on ground floor, first floor, second floor, bldg. no. E-8, “Shree Arihant Complex”, Kalher,
Bhiwandi, Thane, Maharashtra, covering an approximate area of 28,259.16 sq. ft.. which consists of blending and grinding
equipment to further process the products as per the customers’ requirements and to store the products being traded to ensure
easy supply chain mechanism. The details for exact usage of the Gala No.’s of the warehouse is provided below under “Our
182Properties” on page no. 220. The facility is equipped with the necessary workforce and a quality department. The in-built
processing and blending facility have a capacity of 1.8 M.T. per day equivalent to 540 M.T. per year from the grinding
machine and 1.5 M.T. per day equivalent to 450 M.T. per year from the blending machine, which are used primarily for
customer-specific blends which are curated by our team as per the customer’s requirement.
The in-built processing and blending facility specialize in processing raw materials such as L-Leucine Instant, L-Isoleucine,
L-Valine, L-Histidine, L-Lysine HCL, DL-Methionine, L-Threonine, L-Phenylalanine, l-tryptophane. This enables us to gain
valuable insights into raw material specifications, better understanding of the customer requirements, and effectively assess
our geographical reach across India. Processing involves setting up blending or grinding type, on the basis of customer’s
demand, inventory levels or forecasted requirements. It outlines the materials, resources and timelines needed for the
upcoming blending or grinding process. Blending process is where the raw materials are mixed or processed according to
the required formula or recipe for the final product and grinding process refers to the process of mechanically breaking down
raw materials into a fine powder by using specialized mills, essentially reducing their particle size to create a consistent and
readily usable form for further processing into various supplements.
Following is the bifurcation of our business operations through trading and processing for the past 3 financial years March
31, 2025, 2024 and 2023:
Based on Audited Standalone Financial Statements:
(₹ in lakhs)
Revenue For the year ended March For the year ended March For the year ended March
Particulars 31, 2025 31, 2024 31, 2023
Revenue From % Revenue From % Revenue From %
Operations Operations Operations
Trading 19,490.86 95.88% 12,855.76 97.37% 13,137.78 100%
Processing 836.99 4.12% 346.93 2.63% - -
Total 20,327.85 100.00% 13,202.69 100% 13,137.78 100%
Based on Audited Consolidated Financial Statements:
(₹ in lakhs)
Revenue For the year ended March For the year ended March For the year ended March
Particulars 31, 2025 31, 2024 31, 2023
Revenue From % Revenue From % Revenue From %
Operations Operations Operations
Trading 19,490.86 95.88% NA NA NA NA
Processing 836.99 4.12% NA NA NA NA
Total 20,327.85 100.00% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain,
and promote diversification through backward integration with following acquisitions:
• Acquired 99% stake of Easy Raw Materials Private Limited (“ERMPL”), in the half year ended September 30 2024 by
entering into a Share Purchase Agreement dated September 01, 2024. ERMPL, is incorporated to engage in carrying on
the business of marketing and trading in nutraceutical products for both human and animal consumption, including but
not limited to vitamins, whey protein, dietary supplements, minerals, amino acids, antioxidants, herbal supplements,
probiotics, prebiotics, and other health and wellness-related products. For further details relating to the above detailed
acquisitions and business activities of the subsidiary Company, see “History and Certain Corporate Matters” on page
233 of this Prospectus.
Further, ERMPL also proposes to engage in manufacture, formulate, package, and sell a wide variety of products such
as vitamin supplements, protein powders, dietary supplements, and other health supplements and wellness-related
products and engage in the distribution, import, export, and retail of nutraceutical and wellness products and to establish
a network of wholesalers, retailers, and e-commerce platforms for the sale of such products. For details relating to the
above diversification and integration, see “Objects of the Offer” on page 99 of this Prospectus.
.
• Acquired 99% stake of Vinstar Biotech Private Limited (“VBPL”), in the half year ended September 30 2024 by entering
into a Share Purchase Agreement dated September 01, 2024. VBPL, is incorporated to engage in importing, trading of
183food ingredients and online sales of different types of food supplements, promote, carry on the business of manufactures
of and dealers in food ingredients, chemicals, chemical compounds (organic and inorganic) in all forms, and chemical
product of any nature and kind whatsoever, and by products and joint product thereof, For further details relating to the
above detailed acquisition and business activities of the subsidiary Company, see “History and Certain Corporate
Matters” on page 233 of this Prospectus.
What is Nutraceutical Product:
The term “nutraceutical” combines the two words of “nutrient,” which is a nourishing food component, and
“pharmaceutical,” which is a medical drug. A dietary supplement represents a product that contains nutrients derived from
food products and is often concentrated in liquid, capsule, powder, or pill form. Our Company deals in the Nutritional food
products.
Our nutraceutical product portfolio comprises mainly over 8 distinct main categories across this industry. Our product
portfolio is diverse and designed to meet the varying requirements of nutritional health needs across multiple age types. As
March 31, 2025, we market our products both domestically and internationally.
Our company offers the following main categories of products:
Amino Acids:
Amino acids are the building blocks of protein. Proteins are long chains of amino acids. Each protein has its own sequence
of amino acids. The sequence makes the protein take different shapes and have different functions in the body.
Sports Nutrition:
Sports nutrition is the study and practice of how to use diet and nutrition to improve athletic performance. It focuses on the
types and quantities of food and fluids an athlete consumes, as well as the nutrients they take in, such as vitamins, minerals,
and supplements.
Health Supplements:
A health supplement, also known as a dietary supplement, is a product that is taken orally to support the body's healthy
functions and improve the diet. Health supplements are not medicines and are not intended to diagnose, treat, or cure diseases.
Our Company is currently promoted by Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai
Mehta led by one of the first-generation Promoters, Mr. Ankit Shailesh Mehta. Our Promoters manage and control the major
affairs of our business operations with their considerable experience in our Industry. Mr. Ankit Shailesh Mehta, and Ms.
Parul Shailesh Mehta have experience of 4 years and 9 years respectively into the nutraceutical industry. We believe that our
success is the result of sustained efforts over the years in key aspects of our business, such as process improvements and
increased scale of operations. For more details, please see the chapter titled, “Our Management” and “Our Promoters and
Promoter Group” on page 240 and 256 of this Prospectus.
The products are tested through third party quality experts who generate their report on the basis of their quality and our
Company deals with only such products which are quality tested and verified appropriately.
KEY PERFORMANCE INDICATORS OF OUR COMPANY
(₹ in Lakhs)
Key Financial Performance March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations (Rs. lakhs) (1) 20,327.85 13,202.69 13,137.78
EBITDA (Rs. lakhs) (2) 3,276.33 2,091.20 1,104.99
EBITDA Margin (%) (3) 16.12% 15.84% 8.41%
PAT (Rs. lakhs) (4) 2,425.75 1,451.82 766.02
Net Profit Ratio (times) (5) 0.12 0.11 0.06
Return on equity (times) (6) 0.59 0.67 0.72
Return on capital employed (times) (7) 0.49 0.51 0.43
Debt-Equity Ratio (times) (8) 0.32 0.43 0.78
Net fixed asset turnover ratio (times) (9) 23.40 24.81 23.68
Current Ratio (times) (10) 2.36 1.99 1.41
As certified by M/s. Bagaria & Co LLP, Chartered Accountants, by way of their certificate dated June 20, 2025.
184Notes:
(1) Revenue from operation means revenue from sale of our products
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT is calculated as PBT – Total Tax expense
(5) Net profit ratio is calculated by dividing Net Profit to Revenue from Operations
(6) Return on Equity is calculated by comparing the proportion of net income after tax against the amount of average
shareholder equity
(7) Return on Capital Employed is calculated as follows: Profit before tax + Finance Costs (EBIT) divided by (Tangible Net
Worth + Total Debt + Deferred Tax Liabilities)
(8) Debt to Equity ratio is calculated as Total Debt divided by equity
(9) Net Fixed asset turnover ratio is calculated by dividing the Revenue from Operations by net Fixed Assets of the Company
(10) Current Ratio is calculated by dividing Current Assets to Current Liabilities
OUR COMPETITIVE STRENGTH
a) Diversified product portfolio:
We believe that our understanding of the customer’s requirements, our product understanding capabilities, has allowed us to
develop a comprehensive portfolio of a variety of nutraceutical products. We offer products mainly across seven product
categories, i.e. Amino Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, Vitamin and many
more under other health products category in different packaging sizes. We believe that our diversified product portfolio
enables us to cater to a wide range of customer preferences.
A category-wise breakup offered by our Company for the Fiscals 2025, 2024 and 2023 have been provided below based on
Audited Standalone Financial Statements:
(₹ in lakhs)
Product Category For the financial year ended
(Traded Products) March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Amino Acids 9,025.45 44.40% 6,176.68 46.78% 8,375.85 63.75%
Health Supplement 2,410.53 11.86% 1,642.95 12.44% 1,064.24 8.10%
Herbal Extract 331.78 1.63% 416.83 3.16% 483.71 3.68%
Nucleotide 179.31 0.88% 194.43 1.47% 115.01 0.88%
Other 540.84 2.66% 221.55 1.68% 319.52 2.43%
Protein 618.82 3.04% 361.21 2.74% 0.11 0.00%
Sports Nutrition 5,918.85 29.12% 2,942.20 20.13% 2,024.30 15.41%
Vitamin 465.28 2.29% 899.91 6.82% 755.04 5.75%
Total 19,490.86 95.88% 12,855.76 92.58% 13,137.78 100%
(₹ in lakhs)
Product Category For the financial year ended
(Processed Products March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Sport Nutrition 836.99 4.12% 346.93 2.63% - -
Others - - - - - -
Total 836.99 4.12% 346.93 2.63% - -
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor through their certificate dated June 23,
2025.
b) In house processing and warehousing capabilities:
We also provide grinding and blending facility for few of the nutraceutical products at our processing unit. Blended
ingredients are the mixture of various ingredients that is required to make a final product in its most authentic form. We are
equipped with warehouse which enables blending, grinding and packaging of ingredients all in a hygienic way. We believe
that we have trained and experienced staff in terms of blending grinding and hygienic storages/ warehousing facilities. We
also use contract labourers for grinding and packaging in large bulk quantities who are specialised in this field.
185Our Own warehousing facility located at Bhiwandi, Mumbai spreads across 28,259.16 Sq Ft. comprising of three floors,
equipped with all the required machineries to carry out the process of blending, grinding and packing including labelling and
sealing of the final ingredients in a smooth and efficient manner.
c) Value proposition for Customers:
We are catering to B2B segment which give us the advantage of wide spread customer network. We seek to build on existing
relationships and also focus on bringing into our portfolio more customers. Our Company believes that business is a by-
product of relationship. Our Company believes that a long-term customer relationship with large customers reap fruitful
returns. Long-term relations are built on trust and continuous meeting with the requirements of the customers which creates
value proposition for our existing as well as future customers and top end advantage is received in nutraceutical sector.
SWOT ANALYSIS –
STRENGTHS –
a) Ability to identify trends early: Our product management and supply chain team can identify global trends early and bring
novel products to the Indian market faster than competition. This gives a first-mover advantage to our Company.
b) Dynamic team: Our Company has a dynamic team with both experienced and young professionals steering the company’s
growth journey.
c) Technology adoption: Our Company has adopted technologies namely Zoho and Xemi systems across its office and
warehouse which helps in increasing productivity and efficiency.
d) Location advantage: The company’s operations are based in Mumbai and the western state of Maharashtra, being located
close to Mumbai port helps the Company on port-to-warehouse logistics.
WEAKNESS –
a) Lack of exclusive contracts with suppliers: Our Company does not have any exclusive supply contracts with its
vendors.
b) High Working Capital Requirements: The robust inventory management system and ability to supply during shortages
may lead to high working capital needs, creating financial strain during slower sales periods.
c) Dependency on Key Personnel: A reliance on specific team members for critical functions, such as trend identification
or supply chain management, could pose risks in case of attrition.
OPPORTUNITIES –
(a) Manufacturing for export market: Our Company has a large opportunity in health and nutraceutical ingredients for the
export market.
(b) Rising Health Consciousness: With an increasing focus on wellness, Customers are more inclined towards preventive
healthcare rather than treatment of illnesses. This has led to a rise in the demand for dietary supplements, functional foods
and beverages that promote overall health.
(c) Sports Nutrition: With a rise of fitness culture, there is an increasing demand for sports nutrition products, such as
protein powders, amino acids and energy supplements. This trend is particularly notable among the youth and urban
working professionals.
THREAT –
186(a) Dependence on China: Our Company has a reasonable amount of dependence on imports from China, it remains a
significant source of supply for the Company. Hence, we may face risk with respect to geopolitical event if occurred in
future.
(b) Dependence on global freight rates: Freight rates have been volatile in the past 4 years and a continuation in volatility
could result in higher freight costs or lower availability of key products for the Company.
(c) Changes in government policy: Any change in government policy towards the supply of nutraceutical or health
ingredients could create challenges for the Company.
OUR GEOGRAPHICAL PRESENCE
Currently majority of our sales is derived from the state of Maharashtra, Gujarat and New Delhi. For the financial years
ended March 31, 2025, 2024 and 2023 on the basis of Audited Standalone Financial Statements, our sales were ₹ 11,579.56
Lakhs, ₹ 8,786.82 Lakhs and ₹ 10,209.32 Lakhs which constitutes 56.97%, 66.55% and 77.71% respectively of the Revenue
from operations from the states mentioned above. We have minority portion of sales from international market, there are
constraints on exports. We gradually intend to expand our business operations to other states of the country as well as into
global markets also, for further details in relation to concentration of business from above mentioned states, please refer risk
factor no. 4 under chapter titled “Risk Factors” on page no. 31 of this Prospectus.
For the financial years ended 2025, 2024 and 2023 , our revenue from operations was ₹ 20,327.85 Lakhs, ₹ 13,202.69 Lakhs
and, ₹ 13,137.78 Lakhs respectively. Our EBITDA (earnings before interest, depreciation and tax excluding other income)
for the financial year ended 2025, 2024 and 2023 was ₹ 3,276.33 Lakhs, ₹ 2,091.20 Lakhs and ₹ 1,104.99 Lakhs, respectively,
while our profit after tax for the financial years ended 2025, 2024 and 2023 was ₹ 2,425.75 Lakhs, ₹ 1,451.82 Lakhs and ₹
766.02 Lakhs, respectively.
OUR CUSTOMER FOOTPRINTS IN INDIA
Following is the breakup of the revenue earned from domestic and export operations of our Company for the financial
year ended March 31, 2025, 2024 and 2023:
Based on Standalone Audited Financial Statements:
(₹ in lakhs)
S. Particulars March 31, 2025 March 31, 2024 March 31, 2023
No. Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in from (₹ in from operations (₹ in from operations
lakhs) operations lakhs) lakhs)
1. Domestic 20,174.99 99.25% 13,167.82 99.74% 13,044.37 99.29%
2. Exports 152.86 0.75% 34.87 0.26% 93.41 0.72%
Total 20,327.85 100.00% 13,202.69 100.00% 13,137.78 100.00%
Based on Consolidated Audited Financial Statements:
(₹ in lakhs)
187S. Particulars March 31, 2025 March 31, 2024 March 31, 2023
No. Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in from operations (₹ in from operations (₹ in from operations
lakhs) lakhs) lakhs)
1. Domestic 20,174.99 99.25% NA NA NA NA
2. Exports 152.86 0.75% NA NA NA NA
Total 20,327.85 100.00% NA NA NA NA
Following is the break-up of revenue generated from domestic market for the financial year ended March 31, 2025,
2024 and 2023:
As per Audited Standalone Financial Statements:
For the period ended March 31, 2025
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 140.50 0.69%
Dadra and Nagar Haveli and Daman & Diu 91.21 0.45%
Delhi 960.94 4.73%
Goa 60.80 0.30%
Gujarat 3,018.50 14.85%
Haryana 3,622.56 17.82%
Himachal Pradesh 568.29 2.80%
Jammu & Kashmir 2.70 0.01%
Karnataka 735.56 3.62%
Kerala 5.24 0.03%
Madhya Pradesh 142.35 0.70%
Maharashtra 7,600.12 37.39%
Puducherry 0.07 0.00%
Punjab 1,245.55 6.13%
Rajasthan 29.46 0.14%
Sikkim 19.35 0.10%
Tamil Nadu 510.73 2.51%
Telangana 189.39 0.93%
Uttar Pradesh 1,033.86 5.09%
Uttarakhand 194.35 0.96%
West Bengal 3.46 0.02%
Total 20,174.99 99.25%
For the Financial Year ended March 31, 2024
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 108.97 0.83%
Chhattisgarh 0.08 0.00%
Dadra and Nagar Haveli and Daman and Diu 248.96 1.89%
Goa 79.07 0.60%
Gujarat 1,539.82 11.66%
Haryana 772.84 5.85%
Himachal Pradesh 530.08 4.01%
Karnataka 586.56 4.44%
Kerala 7.48 0.06%
188Madhya Pradesh 74.91 0.57%
Maharashtra 6,106.46 46.25%
New Delhi 1,140.54 8.64%
Pondicherry 0.28 0.00%
Punjab 644.39 4.88%
Rajasthan 25.35 0.19%
Tamil Nadu 316.96 2.40%
Telangana 197.73 1.50%
Uttar Pradesh 600.06 4.54%
Uttarakhand 185.69 1.41%
West Bengal 1.61 0.01%
Total 13,167.82 99.74%
For the Financial Year March 31, 2023
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 46.55 0.35%
Chandigarh 0.05 0.00%
Dadra and Nagar Haveli and Daman and Diu 102.20 0.78%
Goa 47.94 0.36%
Gujarat 1,118.55 8.51%
Haryana 395.33 3.01%
Himachal Pradesh 238.05 1.81%
Jammu and Kashmir 45.25 0.34%
Karnataka 288.21 2.19%
Kerala 0.64 0.00%
Madhya Pradesh 191.14 1.45%
Maharashtra 7,480.42 56.94%
Mizoram 2.97 0.02%
New Delhi 1,610.35 12.26%
Odisha 0.05 0.00%
Pondicherry 101.81 0.77%
Punjab 242.37 1.84%
Rajasthan 19.82 0.15%
Sikkim 0.03 0.00%
Tamil Nadu 172.07 1.31%
Telangana 165.05 1.26%
Uttar Pradesh 712.05 5.42%
Uttarakhand 63.25 0.48%
West Bengal 0.22 0.00%
Total 13,044.37 99.29%
As per Audited Consolidated Financial Statements:
For the period ended March 31, 2025
Region (Domestic) Revenue (₹ in lakhs) % of revenue from operations
Andhra Pradesh 140.50 0.69%
Dadra and Nagar Haveli and Daman & Diu 91.21 0.45%
Delhi 960.94 4.73%
189Goa 60.80 0.30%
Gujarat 3,018.50 14.85%
Haryana 3,622.56 17.82%
Himachal Pradesh 568.29 2.80%
Jammu & Kashmir 2.70 0.01%
Karnataka 735.56 3.62%
Kerala 5.24 0.03%
Madhya Pradesh 142.35 0.70%
Maharashtra 7,600.12 37.39%
Puducherry 0.07 0.00%
Punjab 1,245.55 6.13%
Rajasthan 29.46 0.14%
Sikkim 19.35 0.10%
Tamil Nadu 510.73 2.51%
Telangana 189.39 0.93%
Uttar Pradesh 1,033.86 5.09%
Uttarakhand 194.35 0.96%
West Bengal 3.46 0.02%
Total 20,174.99 99.25%
Following is the break-up of revenue generated from international market for the financial year ended March 31,
2025, 2024 and 2023:
As per Audited Standalone Financial Statements:
March 31, 2025
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
Germany 6.17 0.03%
Nepal 1.21 0.01%
New Zealand 0.04 0.00%
Portugal 0.10 0.00%
Saudi Arabia 52.32 0.26%
Slovakia 4.25 0.02%
South Korea 31.87 0.16%
Sri Lanka 0.16 0.00%
Switzerland 2.69 0.01%
Turkey 1.14 0.01%
U.A.E 1.27 0.01%
United Arab Emirates 51.64 0.25%
Total 152.86 0.75%
For the Financial Year ended March 31, 2024
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
China 28.58 0.22%
Egypt 2.81 0.02%
Malaysia 0.12 0.00%
Netherlands 1.36 0.01%
South Korea 0.25 0.00%
Switzerland 1.33 0.01%
Turkey 0.28 0.00%
190United Arab Emirates 0.13 0.00%
Total 34.87 0.26%
For the Financial Year ended March 31, 2023
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
China 79.05 0.60%
United Arab Emirates 14.36 0.11%
Total 93.41 0.71%
As per Audited Consolidated Financial Statements:
March 31, 2025
Country (Export) Revenue (₹ in lakhs) % of revenue from operations
Germany 6.17 0.03%
Nepal 1.21 0.01%
New Zealand 0.04 0.00%
Portugal 0.10 0.00%
Saudi Arabia 52.32 0.26%
Slovakia 4.25 0.02%
South Korea 31.87 0.16%
Sri Lanka 0.16 0.00%
Switzerland 2.69 0.01%
Turkey 1.14 0.01%
U.A.E 1.27 0.01%
United Arab Emirates 51.64 0.25%
Total 152.86 0.75%
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
OUR BUSINESS STRATEGIES
a) Backward integrating our nutraceutical product business to capitalize on the global demand for nutraceutical
products
We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards
the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to
nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of
captivated nutritional supplements and components. We offer products across mainly seven product categories, i.e. Amino
Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably
to adapt to the growing awareness with respect to the needs of nutrition in the food products.
As a part of our proposed backward integration initiatives, we are in the process of setting up a Manufacturing Facility at
JNPA SEZ, through investment in our Wholly-Owned Subsidiary (WOS) Company, Easy Raw Materials Private Limited
(ERMPL). The manufacturing facility is proposed to be developed, operated and maintained by our WOS company for
setting up of manufacturing facility which will include production, procurement and export, warehousing and labelling and
packaging, ensuring an efficient supply chain. Our WOS company pursuant to a lease deed dated September 28, 2023, have
been allotted an industrial land admeasuring approximately 4,120 Sq. Mt. (44,347 Sq. Ft.) on a leasehold basis for a period
of 60 years in the JNPA SEZ area. Pursuant to setting up the Manufacturing Facility, we intend to commence the
manufacturing of nutraceutical products, including Tablets, Capsules, Jars and Sachets, at the proposed Manufacturing
Facility, in the nutraceutical industry.
Through this backward integration, following benefits shall be accrued to our Company:
a) Bulk Procurement Cost Savings
191b) Centralized Sourcing & Supply Chain Efficiency
c) Tax & Duty Benefits on Raw Material Imports
d) Competitive Advantage & Market Expansion
We intend to deploy ₹3,468.33Lakhs from the Net Proceeds towards setting up of proposed Manufacturing Facility. For
further details, see “Objects of the Offer - Financing the capital expenditure towards setting up of the Manufacturing Facility
through investment in our Wholly-Owned Subsidiary (WOS) Company, Easy Raw Materials Private Limited” on page 99
of this Prospectus.
The rationale behind raising funds for investment in our wholly owned subsidiary, Easy Raw Materials Private Limited
(ERMPL), instead of undertaking manufacturing directly under Chemkart India Limited (CIL) is as follows:
ERMPL was incorporated in 2020 with a specific objective to establish a dedicated manufacturing unit for nutraceutical
products. The Company was non-operational during FY 2023, FY 2024, and FY 2025 as it was engaged in identifying a
strategically viable and regulation-compliant location for setting up the plant and thus company was loss making in those
years.
Subsequently, ERMPL successfully participated in a public tender issued by Jawaharlal Nehru Port Authority (JNPA) on
23rd August 2022, and was allotted land through issuance of the first Letter of Allotment (LOA) on 26th May 2023. A formal
lease deed was executed on 28th September 2023, and ERMPL has since been actively progressing with compliance and
infrastructural formalities required to commence operations. These include obtaining the Provisional Fire NOC and
submitting the detailed project report to JNPA for approval. Accordingly, ERMPL remained non-operational purely due to
the time-bound regulatory and infrastructural processes required for greenfield setup.
The decision to undertake manufacturing through ERMPL—set up in a Special Economic Zone (SEZ)—is driven by the
strategic and financial advantages offered under the SEZ framework, including:
• Income tax exemptions on export profits
• Exemption from customs duties on imported capital goods and raw materials
• Operational benefits related to infrastructure, logistics, and single-window clearance mechanisms
At the same time, SEZ units are subject to certain restrictions for domestic sales and trading, which could potentially limit
flexibility if manufacturing were carried out directly by our company. To retain operational agility in domestic trading and
distribution while availing SEZ benefits for exports, the Company strategically decided to separate its trading and
manufacturing activities by operating the SEZ-based manufacturing unit through its wholly owned subsidiary, ERMPL.
This structure enables the Group to optimize both domestic and export operations while ensuring regulatory compliance and
financial efficiency.
b) Continue to focus on product innovation and design and further diversify our portfolio
Our focus on R&D has been instrumental in driving the growth of our business and enhancing our ability to meet the specific
requirements of our customers. We intend to further diversify our product portfolio through our R&D initiatives. We are
focused on investing in technology, equipment and skilled workforce with the aim of delivering high-quality, innovative and
technology-driven products in response to customer requirements thereby strengthening our relationships with our customers
across a range of product categories. We intend to introduce diverse range of nutraceuticals and health supplements, including
Tablets, Capsules, Jars and Sachets through the proposed manufacturing facility. We intend to manufacture products with
advanced machinery for precise formulations and efficient workflows and with robust quality assurance systems to meet
stringent industry benchmarks.
c) Improve Debt – Equity Ratio
As at March 31, 2025, our debt - equity ratio stands at 0.32. We intend to repay certain amount of the loans to improvise our
debt equity ratio and also this will help our company to obtain working capital loans / term loans for expansion in future
which will improve our operational efficiency. Further, repayment of loans and borrowings will reduce burden of repayment
of loans repayable and enhance our financial stability and reduce long term liabilities.
d) Leveraging our market skills and relationships
This is a continuous process in our organization and the skills that we impart in our people, gives importance to customers.
We aim to enhance the growth by leveraging our relationships and further enhancing customer satisfaction. We plan to
192increase our customers by meeting orders in hand on time, maintaining our customer relationship and renewing our
relationship with existing Suppliers.
OUR PRODUCT PORTFOLIO
Our company has a diversified product portfolio which mainly consists of 7 Categories of products and the sub- Products
which are as follows:
The following infographic sets forth few of our product categories:
Our Product category includes Amino Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and
Vitamin. The details of which are as follows:
Sr. Name of the Category Description
No.
1 Amino Acid Amino acids are organic compounds that serve as the building blocks of proteins, which
are vital for virtually all biological processes. There are 20 standard amino acids, and
they link together in various sequences to form proteins. Amino acids contain an amino
group (–NH₂) and a carboxyl group (–COOH), making them both acidic and basic in
nature. Amino acids play various roles in metabolism, enzyme function, and as
precursors to important compounds, including neurotransmitters, hormones, and energy
molecules.
2 Health Supplement Heath Supplement covers a broad category of supplements which includes essential
nutrients, functional ingredients, and bioactive compounds that support overall well-
being.
3 Herbal Extract Herbal Extract are derived from medicinal plants and are used for the therapeutic and
functional benefits.
4 Nucleotide Nucleotides are essential components for cellular function and plays a vital role in
immune support, gut health, and infant nutrition.
5 Protein Proteins play a crucial role in muscle growth, immune function, and overall health.
6 Sports Nutrition Sports nutrition focuses on providing high-performance ingredients that support athletic
performance, endurance, and recovery.
7 Vitamins Vitamins are crucial micronutrients required for various physiological functions.
Details of few of our top 10 sub-products offered by our Company are as follows:
Sr. Name of the Sub- Specifications Images
No. product
1 Glycine • Form: Fine crystalline
powder
• Color: White
• Taste: Sweet
• Solubility: Highly soluble
in water
• Application: Used as a
neurotransmitter, protein
synthesis aid, and buffering
agent in food, pharmaceuticals,
and personal care products.
1932 Creatine • Form: Fine powder (200
Monohydrate 200 mesh)
Mesh • Color: White
• Taste: Slightly bitter,
neutral in blends
• Solubility: Moderately
soluble in water
• Application: Enhances
ATP production, supporting
muscle strength and endurance
in sports nutrition supplements.
3 Inositol • Form: Fine crystalline
powder
• Color: White
• Taste: Slightly sweet
• Solubility: Soluble in water
• Application: Supports cell
membrane function, insulin
sensitivity, and mental health;
used in nutraceuticals and
pharmaceuticals.
4 BCAA 2:1:1 • Form: Fine powder
(Leucine, Isoleucine, • Color: White to off-white
Valine) • Taste: Bitter
• Solubility: Partially soluble
in water
• Application: Supports
muscle protein synthesis and
recovery, commonly used in
sports and energy supplements.
1945 L-Glutamine • Form: Fine Crystalline
powder
• Color: White
• Taste: Neutral
• Solubility: Highly soluble
in water
• Application: Aids muscle
recovery, gut health, and
immune function; used in
sports nutrition and medical
nutrition formulations.
6 L-Carnitine • Form: Powder or liquid
(varies by derivative)
• Color: White to slightly
off-white
• Taste: Slightly sour
• Solubility: Highly soluble
in water
• Application: Plays a key
role in fat metabolism and
energy production; used in
weight management and
performance supplements.
1957 N-Acetyl L-Cysteine • Form: Fine Crystalline
(NAC) Powder
• Color: White to slightly
yellow
• Taste: Slightly sour,
sulphuric odor
• Solubility: Soluble in water
• Application: A powerful
antioxidant precursor to
glutathione, supporting liver
health and respiratory function.
8 Taurine • Form: Fine Crystalline
Powder
• Color: White
• Taste: Slightly bitter
• Solubility: Highly soluble
in water
• Application: Supports
cardiovascular, neurological,
and muscular functions; used in
energy drinks, sports
supplements, and
pharmaceuticals.
9 L-Glutathione • Form: Fine Powder
(Reduced) • Color: White to slighlty
white
• Taste: Slightly bitter
• Solubility: Soluble in water
• Application: A strong
antioxidant used for
detoxification, skin health, and
immune support
19610 Whey Protein • Form: Fine Powder
Concentrate 80% • Color: Creamy white to
light yellow
• Taste: Mild dairy taste
• Solubility: Highly soluble
in water
• Application: A high-
protein ingredient used in
muscle-building supplements,
meal replacements, and
functional foods.
CATEGORY WISE, SUB PRODUCT WISE, TOP 5 CUSTOMERS, TOP 10 CUSTOMERS AND B2B AND D2C
REVENUE BIFURCATION
a. A category-wise breakup offered by our Company for the Fiscals 2025, 2024 and 2023 have been provided below
based on Audited Standalone Financial Statements:
(₹ in lakhs)
Product Category For the financial year ended
(Traded Products) March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Amino Acids 9,025.45 44.40% 6,176.68 46.78% 8,375.85 63.75%
Health Supplement 2,410.53 11.86% 1,642.95 12.44% 1,064.24 8.10%
Herbal Extract 331.78 1.63% 416.83 3.16% 483.71 3.68%
Nucleotide 179.31 0.88% 194.43 1.47% 115.01 0.88%
Other 540.84 2.66% 221.55 1.68% 319.52 2.43%
Protein 618.82 3.04% 361.21 2.74% 0.11 0.00%
Sports Nutrition 5,918.85 29.12% 2,942.20 20.13% 2,024.30 15.41%
Vitamin 465.28 2.29% 899.91 6.82% 755.04 5.75%
Total 19,490.86 95.88% 12,855.76 92.58% 13,137.78 100%
(₹ in lakhs)
Product Category For the financial year ended
(Processed Products March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Sport Nutrition 836.99 4.12% 346.93 2.63% - -
Others - - - - - -
Total 836.99 4.12% 346.93 2.63% - -
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor through their certificate dated June 23,
2025.
b. A sub-product-wise breakup offered by our Company for the Fiscals 2025, 2024 and 2023 have been provided
below as per Audited Standalone Financial Statements:
(₹ in lakhs)
Sub- For the financial year ended
Products March 31, 2025 March 31, 2024 March 31, 2023
(Traded Products) Top 10 Amount % Amount % Amount %
Glycine 3,744.69 18.42% 1,899.93 14.39% 4,913.21 37.40%
Creatine Monohydrate 200Mesh 5,108.09 25.13% 1,919.27 14.54% 986.72 7.51%
Inositol 245.09 1.21% 761.78 5.77% 653.71 4.98%
L-ARGININE 780.42 3.84% 218.57 1.66% 210.71 1.60%
L-Glutamine 582.03 2.86% 395.99 3.00% 259.75 1.98%
197L-Carnitine 504.43 2.48% 292.16 2.21% 511.61 3.89%
N-Acetyl L-Cysteine 275.51 1.36% 374.80 2.84% 307.97 2.34%
Taurine 474.59 2.33% 132.16 1.00% 342.35 2.61%
L-Glutathione (Reduced) 925.05 4.55% 439.74 3.33% 143.37 1.09%
Whey Protein Concentrate 80% 593.42 2.92% 342.26 2.59% 0.03 0.00%
Total 13,233.32 65.10% 6,776.66 51.33% 8,329.43 63.40%
(₹ in lakhs)
Sub- For the financial year ended
Products March 31, 2025 March 31, 2024 March 31, 2023
(Processed Products) Amount % Amount % Amount %
BCAA 2:1:1 803.95 3.95% 317.39 2.40% - -
Essential Amino Acids Blend 33.04 0.16% 29.54 0.22% - -
Total 836.99 4.12% 346.93 2.62% - -
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor through their certificate dated June 23,
2025.
c. The revenue breakup of the top five and top ten customers of our Company for the financial year ended March
31, 2025, 2024 and 2023 :
Based on Standalone Audited Financials:
(₹ in lakhs)
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
S. Amount % of Amount % of Amount % of
Particulars
No (in lakhs) Revenue (in lakhs) Revenue (in lakhs) Revenue
from from from
Operations Operations Operations
1. Top five customers 6,730.39 33.11% 4,172.38 31.60 5,818.92 44.29
2. Top ten customers 9,332.16 45.91% 5,365.88 40.64 7,174.80 54.61
Based on Consolidated Audited Financials:
(₹ in lakhs)
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
S. Amount % of Amount % of Amount % of
Particulars
No (in lakhs) Revenue (in lakhs) Revenue (in lakhs) Revenue
from from from
Operations Operations Operations
1. Top five customers 6,730.39 33.11% NA NA NA NA
2. Top ten customers 9,332.16 45.91% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025
d. List of top ten customers for the financial year ended March 31, 2025, 2024 and 2023:
Based on Standalone Audited Financials:
March 31, 2025
Customers Revenue (₹ in lakhs) % of revenue from operations
Customer 1 2,717.73 13.37%
Customer 2 1,637.68 8.06%
Customer 3 1,133.80 5.58%
Customer 4 635.76 3.13%
Customer 5 605.44 2.98%
Customer 6 592.22 2.91%
Customer 7 562.38 2.77%
Customer 8 531.85 2.62%
Customer 9 504.35 2.48%
198Customer 10 410.98 2.02%
March 31, 2024
Customers Revenue (₹ in lakhs) % of revenue from operations
Customer 1 1,427.41 10.81%
Customer 2 1,203.70 9.12%
Customer 3 573.97 4.35%
Customer 4 516.78 3.91%
Customer 5 450.52 3.41%
Customer 6 289.87 2.20%
Customer 7 252.95 1.92%
Customer 8 220.48 1.67%
Customer 9 219.95 1.67%
Customer 10 210.25 1.59%
March 31, 2023
Customers Revenue (₹ in lakhs) % of revenue from operations
Customer 1 4,230.30 32.20%
Customer 2 418.83 3.19%
Customer 3 403.77 3.07%
Customer 4 402.73 3.07%
Customer 5 363.29 2.77%
Customer 6 334.57 2.55%
Customer 7 302.35 2.30%
Customer 8 278.47 2.12%
Customer 9 221.06 1.68%
Customer 10 219.41 1.67%
Based on Consolidated Audited Financials:
March 31, 2025
Customers Revenue (₹ in lakhs) % of revenue from operations
Customer 1 2,717.73 13.37%
Customer 2 1,637.68 8.06%
Customer 3 1,133.80 5.58%
Customer 4 635.76 3.13%
Customer 5 605.44 2.98%
Customer 6 592.22 2.91%
Customer 7 562.38 2.77%
Customer 8 531.85 2.62%
Customer 9 504.35 2.48%
Customer 10 410.98 2.02%
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
BUSINESS TRADING AND PROCESSING OPERATIONS
1. BUSINESS TRADING PROCESS
The process of trading is as follows:
199A. Customer Quotation & Order Processing
Steps:
1. Send Customer Quotation
o Based on the customer’s inquiry, a quotation is prepared with product details, pricing, availability, delivery timelines,
and payment terms.
o The quotation is shared with the customer for review and approval.
2. Customer Places Purchase Order (PO)
o Once the customer agrees to the quotation, they send a formal purchase order (PO) specifying the product name,
quantity, delivery address, and agreed pricing.
o The purchase order is reviewed and confirmed by the sales and finance teams.
3. Generate Sales Order (SO)
o A sales order is created based on the PO, initiating the internal process for dispatch planning and invoicing.
o The warehouse and logistics teams are notified about the upcoming order fulfilment.
B. Invoicing & Payment Processing
Steps:
1. Generate & Share Invoice
o The finance team generates an invoice based on the sales order and purchase order details.
o The invoice is sent to the customer, specifying payment terms (advance payment, credit terms, etc.)
o Payment confirmation is obtained if required before proceeding with dispatch.
C. Dispatch Planning & Execution
200Steps:
1. Prepare for Dispatch
o The dispatch team decides the dispatch of goods considering inventory availability, transport requirements, and
delivery deadlines.
2. Intimate Warehouse for Dispatch
o The warehouse team is informed about the dispatch plan.
o The necessary stock is picked from inventory and packing is scheduled.
o Documentation such as packing list, transport challan, and compliance certificates (if required) are prepared.
3. Book Transport as Per Requirement
o Logistics team books transportation based on shipment size, weight and urgency.
o Options may include third-party transport providers, courier services or dedicated freight services.
4. Final QC Check Prior to Dispatch
o Before dispatch, a final quality check is performed to ensure product specifications and packaging integrity.
o Compliance checks for labelling, barcodes, and regulatory requirements are conducted.
5. Intimate Recipient with Transport Details
o Once the goods are ready for dispatch, the recipient (customer or distributor) is informed.
o Details such as tracking number, expected delivery time and transport provider contact are shared.
6. Load Transport Vehicle
o Products are securely packed and loaded onto the transport vehicle.
o Proper handling procedures are followed to prevent any damage in transit.
D. Delivery & Confirmation
Steps:
1. Receive Delivery Confirmation
o Upon reaching the destination, the recipient confirms receipt of goods.
o The delivery acknowledgment is recorded, and any discrepancies (damage, missing items) are addressed immediately.
o The order is marked as completed in the system.
2. PROCESSING OPERATIONS
The basic process of processing operations is as follows:
Prepare plan Material inward Take material for
Quality control
for production from warehouse blending process
Packaging and
Dispatch
labelling
A. Prepare plan for production:
Steps:
1. Customer Order Review
o Gather order details, including quantity, formulation and special requirements.
o Check if the requested formulation is a standard one or a new blend.
o Verify compliance with regulatory and quality standards.
2. Material Requirement Planning
o Review stock availability of required ingredients in the warehouse.
201o If ingredients are short, generate a procurement request.
o Calculate batch size and production capacity based on available resources.
3. Production Scheduling
o Assign a production batch number for traceability.
o Schedule blending and processing based on priority and equipment availability.
o Allocate manpower and define specific responsibilities for each stage.
4. Equipment Readiness
o Ensure all machinery (blender, grinder, sieves, weighing scales, etc.) is clean, calibrated and in working condition.
o Check availability of tools like scoops, measuring cups, and PPE (gloves, masks, aprons).
5. Document Approval
o Prepare a batch processing record (BPR) containing ingredient details, weights, and process parameters.
o Get approval from the production manager before initiating the process.
B. Product Inward from Warehouse
Steps:
1. Requisition & Verification
o Issue a material requisition slip to the warehouse team.
o Verify batch numbers, expiry dates, and COA (Certificate of Analysis) for each ingredient.
2. Material Handling & Storage
o Transfer ingredients to the processing area in sanitized containers or sealed bags.
o Maintain temperature and humidity control as per ingredient storage guidelines.
3. Weighing & Pre-Processing
o Weigh ingredients individually as per formulation.
o Record the weight, batch number, and expiry date in the batch processing sheet.
o If required, pre-screen or sieve raw materials before blending.
C. Take Product for Blending Process
Steps:
1. Loading Ingredients
o Verify ingredient weights before loading them into the blender.
o Add ingredients in the correct sequence to ensure even distribution.
2. Blending Parameters
o Set blending speed, time, and rotation as per the formulation specifications.
o If using a ribbon blender, V-blender, or other equipment, ensure even mixing without ingredient degradation.
3. Mixing & Homogeneity Check
o Blend ingredients for the specified duration.
o Take a sample and perform a visual inspection for uniformity.
o If required, mix further to improve homogeneity.
D. Grinding Process (If required)
Steps:
1. Pre-Grinding Inspection
o Check for any large lumps or agglomerations.
o Ensure the grinder is clean and calibrated.
2. Grinding Process
o Feed the blended product into the grinder at a controlled rate.
o Set machine parameters like RPM, sieve size, and air pressure (if using an air mill).
202o Collect ground material in a separate sanitized container.
3. Post-Grinding Quality Check
o Sieve the ground product to remove oversized particles.
o Take samples and test for particle size consistency.
E. Quality Control (QC)
Steps:
1. Sample Collection
o Take a representative sample from the blended batch.
2. Quality Testing
o Conduct chemical tests (moisture content, active ingredient concentration).
F. Packaging and Labelling
Steps:
1. Packaging Selection
o Choose suitable packaging (bags, bottles, pouches) based on product stability.
o Ensure packaging material is pre-sterilized and compliant with food/health regulations.
2. Filling & Sealing
o Weigh the final product for accurate dosing.
o Fill into primary packaging (bags, jars, sachets).
o Seal the packaging using heat sealing, vacuum sealing, or other methods.
3. Labeling
o Apply labels with product name, batch number, manufacturing & expiry date.
o Include regulatory compliance information (e.g., FSSAI, GMP, etc.).
4. Final Inspection
o Check for any packaging defects (leakage, mislabelling, weight variation).
o Conduct a random weight check to ensure uniformity.
5. Storage Before Dispatch
o Store packed products in a designated area under controlled conditions.
G. Dispatch
Steps:
1. Order Verification
o Cross-check product details with customer order.
o Verify batch numbers and QC clearance.
2. Shipping Preparation
o Generate invoices and dispatch documents.
o Select appropriate transportation (ambient, refrigerated, etc.).
o Ensure proper secondary packaging (carton boxes, pallets).
3. Handover to Logistics
o Load products into the transport vehicle with correct stacking.
o Provide tracking details to the customer.
4. Customer Notification & Handover
o Share dispatch confirmation with the customer.
o Maintain proof of delivery (POD) records.
PRODUCT PROCUREMENT
203As our company is engaged in distribution and processing of wide range of Food and Health ingredients. We are using
domestic purchased products for trading purpose and imported products for further processing and trading business. Our
Product requirements is majorly procured from the international market considering factors such as quality, price, lead time,
inventory levels and credit terms. Our Company maintains a base of reliable material suppliers who consistently provide
products as per our requirements. We usually do not enter long-term supply contracts with any of our products suppliers, for
further details on the lack of long term supply contracts, see risk factor no. 1 “Our business operations rely significantly on
the continuous and timely supply of products from top 5 and top 10 suppliers, Also, we do not have continuing and exclusive
supply agreement with them. Any interruptions or discontinuation of same will adversely impact our overall performance
and profitability.” under Risk Factor Chapter on page no. 31 of this Prospectus.
Following is the product procurement process:
a. Requirement Identification
• Identify the required products based on business needs.
• Confirm product specifications, quantity, and quality standards.
b. Supplier Selection
• Source and evaluate potential suppliers.
• Assess suppliers based on quality, pricing, terms, and past performance.
c. Quotation Request
• Request quotations from shortlisted suppliers via WeChat or Email.
• Gather pricing, lead time, and payment terms.
d. Quotation Evaluation
• Compare supplier quotations on cost, delivery timeline, and compliance.
• Negotiate pricing and terms via WeChat or Email.
e. Sales Contract Finalization
• Upon order, the supplier sends a Sales Contract via Email.
• Review the contract terms, payment conditions and delivery commitments.
• Sign and return the contract to the supplier.
f. Purchase Order Placement
• Issue a Purchase Order (PO) to the supplier with agreed terms and conditions.
g. Proforma Invoice Review & Advance Payment (if any)
• Supplier sends a Proforma Invoice via email.
• Review and approve the Proforma Invoice.
• If required, process the advance payment based on the agreed terms.
h. Shipment Arrangement
• Supplier arranges shipment and provides the necessary documents.
• Our logistics team coordinates for smooth shipping.
i. Shipping Documentation
• Supplier provides the following shipping documents:
1. Commercial Invoice
2. Packing List
3. Certificate of Analysis
4. Certificate of Origin
5. Bill of Lading
6. Packing images
j. Customs Clearance
• We share the shipping documents with our Clearing Agent.
• The Clearing Agent files for Bill of Entry (BE) with customs.
• Customs clearance is completed as per import regulations.
204k. Goods Receipt & Inspection
• Once the shipment is cleared, we generate an Inward E-Way Bill.
• The goods are transported to our warehouse.
• Upon arrival, the warehouse team inspects the shipment for quality and quantity compliance.
l. Final Payment
• After successful inspection, the final payment is processed to the supplier as per the agreed payment schedule.
m. Record Keeping
• Maintain records of the entire transaction, including PO, contracts, invoices, payment proof, and customs
documents for future reference and audits.
1. Purchase bifurcation on the basis of domestic source and imports for the financial year ended March 31, 2025,
2024 and 2023 .
Based on Standalone Audited Financials:
(₹ in lakhs)
For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Amount % of total Amount % of total Amount % of total
Purchase of Purchase of Purchase of
Products Products Products
Domestic
2,114.17 12.19% 1,841.73 17.53% 3,325.75 28.53%
Source
Imports 15,234.65 87.81% 8,665.94 82.47% 8,331.50 71.47%
Total 17,348.82 100.00% 10,507.67 100.00% 11,657.25 100.00%
Based on Consolidated Audited Financials:
(₹ in lakhs)
For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Amount % of total Amount % of total Amount % of total
Purchase of Purchase of Purchase of
Products Products Products
Domestic NA NA NA NA
2,114.17 12.19%
Source
Imports 15,234.65 87.81% NA NA NA NA
Total 17,348.82 100.00% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
State-Wise Domestic Purchase Bifurcation:
As per Audited Standalone Financial Statements:
March 31, 2025
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Dadra & Nagar Haveli and Daman & Diu 86.58 0.50%
Delhi 6.02 0.03%
Gujarat 58.93 0.34%
Haryana 0.74 0.00%
Karnataka 56.32 0.32%
Madhya Pradesh 2.24 0.01%
Maharashtra 1,804.44 10.40%
Rajasthan 13.80 0.08%
205Tamil Nadu 41.22 0.24%
Telangana 4.26 0.02%
Uttar Pradesh 39.63 0.23%
Total 2,114.17 12.19%
March 31, 2024
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Maharashtra 1,686.13 16.05%
Dadra & Nagar Haveli and Daman & Diu 16.75 0.16%
Karnataka 24.24 0.23%
Gujarat 9.69 0.09%
Rajasthan 15.80 0.15%
Delhi 22.95 0.22%
Tamil Nadu 27.83 0.26%
Madhya Pradesh 4.26 0.04%
Uttar Pradesh 1.21 0.01%
Haryana 19.35 0.18%
Telangana 13.52 0.13%
Total 1,841.73 17.53%
March 31, 2023
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Maharashtra 3,038.51 26.07%
Dadra & Nagar Haveli and Daman & Diu 31.74 0.27%
Karnataka 23.74 0.20%
Gujarat 5.42 0.05%
Rajasthan 10.10 0.09%
Delhi 31.35 0.27%
Tamil Nadu 23.29 0.20%
Madhya Pradesh 0.05 0.00%
Uttar Pradesh 2.04 0.02%
Haryana 79.96 0.69%
Telangana 4.33 0.04%
Andhra Pradesh 0.22 0.00%
Bihar 75.00 0.64%
Total 3,325.75 28.53%
As per Audited Consolidated Financial Statements:
March 31, 2025
Region (Domestic Source) Amount (₹ in lakhs) % of total Purchase of Products
Dadra & Nagar Haveli and Daman & Diu 86.58 0.50%
Delhi 6.02 0.03%
Gujarat 58.93 0.34%
Haryana 0.74 0.00%
Karnataka 56.32 0.32%
Madhya Pradesh 2.24 0.01%
Maharashtra 1,804.44 10.40%
Rajasthan 13.80 0.08%
Tamil Nadu 41.22 0.24%
Telangana 4.26 0.02%
Uttar Pradesh 39.63 0.23%
Total 2,114.17 12.19%
206As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Country-Wise Purchase Bifurcation
As per Audited Standalone Financial Statements:
March 31, 2025
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 13,191.98 76.04%
Germany 395.68 2.28%
Hong Kong 390.33 2.25%
South Korea 1,209.94 6.97%
United Kingdom 46.71 0.27%
Total 15,234.65 87.81%
March 31, 2024
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 7,925.62 75.43%
South Korea 662.99 6.31%
Germany 77.33 0.74%
Total 8,665.94 82.47%
March 31, 2023
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 8,183.01 70.20%
Germany 103.43 0.89%
Indonesia 45.05 0.39%
Total 8,331.49 71.47%
As per Audited Consolidated Financial Statements:
March 31, 2025
Region (Import) Amount (₹ in lakhs) % of total Purchase of Products
China 13,191.98 76.04%
Germany 395.68 2.28%
Hong Kong 390.33 2.25%
South Korea 1,209.94 6.97%
United Kingdom 46.71 0.27%
Total 15,234.65 87.81%
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
2. The purchase breakup of the top five and top ten suppliers of our Company for the financial year ended March
31, 2025, 2024 and 2023 :
Based on Standalone Audited Financials:
(₹ in lakhs)
Fiscal 2025 Fiscal 2024 Fiscal 2023
S.
Particulars
No Amount % of total Amount % of total Amount % of total
(₹ in lakhs) purchases (₹ in lakhs) purchases (₹ in lakhs) purchases
1. Top five suppliers 7,371.50 42.49% 4,358.13 41.48% 5,426.84 46.55%
2. Top ten suppliers 10,180.05 58.68% 6,025.23 57.34% 7,318.79 62.78%
Based on Consolidated Audited Financials:
(₹ in lakhs)
207Fiscal 2025 Fiscal 2024 Fiscal 2023
S.
Particulars
No Amount % of total Amount % of total Amount % of total
(₹ in lakhs) purchases (₹ in lakhs) purchases (₹ in lakhs) purchases
1. Top five suppliers 7,371.50 42.49% NA NA NA NA
2. Top ten suppliers 10,180.05 58.68% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
List of top ten customers for the financial year ended March 31, 2025, 2024 and 2023 :
Based on Audited Standalone Financial Statements:
March 31, 2025
Suppliers Amt (₹ in lakhs) % of total purchase
Supplier 1 2,248.05 12.96%
Supplier 2 2,040.94 11.76%
Supplier 3 1,173.97 6.77%
Supplier 4 1,081.75 6.24%
Supplier 5 826.78 4.77%
Supplier 6 751.36 4.33%
Supplier 7 626.99 3.61%
Supplier 8 536.00 3.09%
Supplier 9 494.09 2.85%
Supplier 10 400.10 2.31%
March 31, 2024
Suppliers Amt (₹ in lakhs) % of total purchase
Supplier 1 1,427.51 13.59%
Supplier 2 1,130.30 10.76%
Supplier 3 733.52 6.98%
Supplier 4 615.63 5.86%
Supplier 5 451.16 4.29%
Supplier 6 402.97 3.84%
Supplier 7 355.48 3.38%
Supplier 8 319.21 3.04%
Supplier 9 304.14 2.89%
Supplier 10 285.29 2.72%
March 31, 2023
Suppliers Amt (₹ in lakhs) % of total purchase
Supplier 1 2,605.01 22.35%
Supplier 2 870.66 7.47%
Supplier 3 855.22 7.34%
Supplier 4 638.45 5.48%
Supplier 5 457.50 3.92%
Supplier 6 409.28 3.51%
Supplier 7 402.82 3.46%
Supplier 8 401.92 3.45%
Supplier 9 362.72 3.11%
Supplier 10 315.20 2.70%
Based on Audited Consolidated Financial Statements:
March 31, 2025
Suppliers Amt (₹ in lakhs) % of total purchase
208Supplier 1 2,248.05 12.96%
Supplier 2 2,040.94 11.76%
Supplier 3 1,173.97 6.77%
Supplier 4 1,081.75 6.24%
Supplier 5 826.78 4.77%
Supplier 6 751.36 4.33%
Supplier 7 626.99 3.61%
Supplier 8 536.00 3.09%
Supplier 9 494.09 2.85%
Supplier 10 400.10 2.31%
March 31, 2024
Suppliers Amt (₹ in lakhs) % of total purchase
NA NA NA
March 31, 2023
Suppliers Amt (₹ in lakhs) % of total purchase
NA NA NA
OUR WAREHOUSE AND REGISTERED OFFICE FACILITIES
❖ Our Company has a registered office address situated at:
Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra, India, 400055
covering an approximate area of 1299.20 sq. ft.
Some of the pictures of the registered office are as follows:
Entrance of the office area
209Working area for employees Conference area/Meeting Room
Employees working in the office area
Certifications received by the company A dedicated team of employees of Chemkart
showcased on office walls
❖ Our Company also has a warehouse facility situated at:
Survey no. 228, H. No. 5, Gala no. 7, 8, 9, 10, on ground floor, first floor, second floor, bldg. no. E-8, “Shree Arihant
Complex”, Kalher, Bhiwandi, Thane, Maharashtra, covering an approximate area of 28,259.16 sq. ft..
Some of the pictures of the warehouse facility are as follows:
210Full Image of Warehouse
Outer view of the warehouse facility
Entrance of the warehouse facility for staff
211Stock-in-trade stored in the warehouse Accountants and technical team working and
managing the stock-in-trade in and out
Warehouse facility also includes the processing of raw material area. The pictures of the processing area are as
follows:
Raw materials stored for processing
212Blender machine used for processing Grinder machine used for processing
Weighing and scaling of raw materials taking place Seaving of raw material particles
taking place through seaving machine
Packing of Raw material taking place after processing Accountants managing on order processing
213Warehousing and processing team
PLANT AND MACHINERY
We have also invested largely in machineries to ensure consistent quality processing and packaging. This helped us introduce
blending, grinding, re-packaging of food and health ingredients. Below mentioned is the list of owned plant and machineries
installed at our facility.
Sr. Name of Machines Year of Owned/Leased Quantity Purpose
No. Purchase
a) Bl ending Machine 2023 Owned 1 Used for mixing various ingredients
to achieve a homogeneous blend
b) Pa cking Machine 2023 Owned 1 Semi Auto Impulse Sealer (constant
handheld heat sealer)
c) Gr inding Machine 2024 Owned 1 Used for reducing the size of
materials by grinding or pulverizing
a) Octagonal Blender- capacity (250 kg/hr)
b) Grinding Machine- capacity (300 kg/hr)
c) Packing Machine- Vertical chamber vacuum packing machine
d) Other Accessories- weight scale, material handling equipment
The above-mentioned information is certified by chartered engineer Mr. Santosh R. Jaiswar vide certificate dated April 23,
2025.
CAPACITY AND CAPACITY UTILISATION
Sr. Machine Combine Actual Combined Percentage %
No. Installation Production
Capacity (Unit-MT) (Unit-MT)
A April 2023 to March 2024
1 Blending 450 1.1 0.15%
B April 2024 to March 2025
2 Grinding 540 283.72 52.54%
3 Blending 450 118.69 26.38%
Note: Since the machines were purchased in September 2023 and March 2024, hence we are unable to provide capacity for
the prior periods i.e. from December 01, 2022 to March 31, 2023.
214The above-mentioned information is certified by chartered engineer Mr. Santosh R. Jaiswar vide certificate dated April 23,
2025.
PRICING
We determine the prices for our products based on various parameters, including market demand, transportation costs,
inventory levels, credit terms. Our pricing decisions are made after considering the costs of the product and transportation
cost, labour overheads and other relevant expenses.
UTILITIES
PACKAGING:
The primary packaging materials used by us is double liner polybags. For special products like glutathione, vitamins, we use
vacuum-sealed packing to keep the product life intact. We also use vacuum packaging machines to pack our products into
their different pack sizes. For secondary packaging for shipping and distribution purposes, we use corrugated carton boxes,
Plastic drums and HDPE paper bags to protect the primary packs in different stages of sales and distribution.
POWER:
We consume a substantial amount of power and fuel for our Business Operations. The requirement of power for our
operations at warehouse facility is met through Torrent Power Limited and at the registered office of the Company is met
through Adani Electricity and the same is sufficient for our day-to-day functioning. To meet exigencies in case of power
failure, we have also installed Diesel Generator sets at our warehouse facilities.
WATER:
Water is only used for drinking and sanitation purposes at our warehouse facility and registered office.
CUSTOMERS, SALES AND MARKETING
The efficiency of the marketing network is critical to the success of our Company. Our success lies in the strength of our
relationship with our customers who have been associated with our Company. We believe that our team through their vast
experience owing to timely and quality delivery of products plays an instrumental role in creating and expanding a work
platform for our Company. Further we also have our own website at https://chemkart.com/ which serves as a powerful
marketing tool for showcasing our company’s product offerings, building brand credibility and driving customer engagement
thereby supporting in promotion of our products.
We constantly engage with our customers through marketing via personal interactions with them. Our sales team works
closely with our customers to obtain their insights and feedbacks about the upcoming trends in the industry which enables
us to procure our products to fulfil the requirements of the market. To further create brand visibility, we also participate in
exhibitions and fairs. The exhibitions and fair give us a platform to exhibit our products.
Some of the pictures of such exhibitions and interactions with the customers are as follows:
215To strengthen our presence across India and increase our customer base, we utilize online platforms like IndiaMart, combined
with a direct approach from our dedicated sales team. Here’s how our Company reach and grow its customer base across the
country:
Leveraging Online Marketplaces: IndiaMart is a prominent B2B marketplace where millions of buyers and suppliers connect
every day. We have list of our Company on such platform, which gives the following benefits:
a) Enhance Visibility: IndiaMart attracts a large audience of businesses looking for chemical products. By showcasing
our products here, we gain visibility across multiple industries in every region of India.
b) Reach Pan-India Customers: IndiaMart’s vast user base allows us to reach potential customers from tier-1 cities to
smaller towns, ensuring our products are accessible to a wider audience.
c) Easy Lead Generation: With IndiaMart’s tools and search filters, businesses looking for chemicals or related products
can easily find our company, leading to qualified leads and inquiries from across the nation.
Along with above online platforms our company also uses social media channels like Facebook, Instagram, YouTube to
reach out to customers which enable us to reach and engage with a wider audience. We have created our accounts on such
social media platforms on which videos, photos and other content related to our product is posted which enhances our
visibility and brand image.
216LOGISTICS
Our suppliers directly deliver traded products to our warehouse facility. We outsource the delivery of our products to either
third-party logistic companies or as mutually agreed shipment terms as decided with the customers. We instruct the delivery
companies to collect products from specified locations and deliver to our customers in accordance with their orders.
COMPETITION
The Indian nutraceutical market is largely fragmented comprising of organized and unorganized sectors. The rates vary
depending upon the demand supply pattern prevailing in the market. Geographies also play a vital role in deciding the rates.
We face competition from local dealers as well as from organized players which are larger and have substantially greater
resources than us. However, we have been able to leverage economies of scale to gain an advantage. We believe that our
wide range of products with low cost and best storage facilities, provides us an edge in the competition.
INFORMATION TECHNOLOGY
We believe that an appropriate information technology infrastructure is important in order to support the growth of our
business. Our Company is a technology-first company and have adopted and own various tools to manage the business
operations efficiently:
a) Zoho Books – ERP for accounting and MIS
b) Zoho Work Place
c) Xemi System
Some key benefits of having a well-integrated Zoho and Xemi system:
Streamlined Operations: A Zoho system helps automate and streamline various processes, reducing manual effort and
improving efficiency. This includes functions like order processing, inventory management and quality control.
Data Analysis and Reporting: Zoho systems provide real-time access to accurate data, allowing for better analysis and
reporting. This enables Company to make informed decisions based on reliable information, identify trends and forecast
future demand or supply requirements.
Supply Chain Management: With an integrated Xemi system, we can effectively manage the supply chain by tracking
inventory levels, optimizing procurement, and coordinating with suppliers. This helps eliminate bottlenecks, reduce lead
times, and enhance overall supply chain efficiency.
QUALITY CONTROL
We believe that we are a quality focused company. We are committed to maintain quality at all steps from procurement till
dispatch. Before any trading or processing begins, the products purchased are thoroughly tested by internal quality personnel
to ensure they align with our quality requirements. Additionally, to ensure full transparency and confidence in the products
we supply, we provide lab reports issued from the outside laboratories, if required as per our customers' specifications or if
we require for further quality check.
Our Company has obtained various essential quality assurance licenses which are required for our business operations which
are elaborated as below:
Sr. Particulars Date of Certificate No. Validity
No. application/Date of /Application No.
License
1. Food Safety and Standards Authority January 15, 2025 10021022000867 March 28, 2027
of India License under FSS Act,
2006 (fssai)
(For Warehouse facility)
2. Food Safety and Standards Authority June 26, 2024 10021022000867 March 28, 2027
of India License under FSS Act,
2006 (fssai)
(For Registered office)
4. Global Accreditation Certification June 06, 2024 QCS-2024-CAPL-0103 June 05, 2027
Board (GACB) to comply with
217HALAL Assurance System
Guidelines
5. ISO 9001:2015 - 1451/7, E-8, Gala March 08, 2024 EUAC/QMS/1020-2024 March 07, 2027
no.-7 to 10, Shree Arihanth
Compound, Reti Bunder Road,
Kalher, Bhiwandi, Thane - 421302
(Maharashtra) (India)
6. MQA Certification Services June 06, 2024 KOSHER/24M02824 June 05, 2027
(KOSHER)
7. ISO 9001:2015 - 403/404, 4th Floor, June 06, 2024 IN/50413612/5547 June 05, 2027
Kl Accolade, 6th Road, Santacruz
Post Office, Mumbai Suburban –
400055, Maharashtra India
ENVIRONMENT, HEALTH & SAFETY
Our activities are subject to various environmental laws and regulations which govern, among other matters, the handling,
storage and employee health and employee safety. For further information, see “Key Industry Regulations and Policies”
beginning on page 224.
We continue to ensure compliance with applicable health and safety regulations and other requirements in our operations.
We have complied, and will continue to comply with all applicable environmental and associated laws, rules and regulations.
For further information, see “Government and Other Statutory Approvals” beginning on page 324.
CORPORATE SOCIAL RESPONSIBILITY
Our Company is liable to spend under CSR as per the provisions of section 135 of the Companies Act, 2013. As our company
falls in the criteria specified in Section 135 of Companies Act, 2013 as per the Financial Statements for the year ended March
31, 2025, March 31, 2024 and, March 31, 2023, however, the amount spent in CSR activities does not exceed Rs. 50 Lakhs,
hence, our Company has not constituted Corporate Social Responsibility Committee.
Following are the details of amount spent by the company for F.Y. 2023-24 and F.Y. 2024-25:
1. Our Company has spent ₹ 19.45 Lakhs as a CSR expenditure as a general donation to Anvi Medical & Educational
Foundation for the FY 2023-24.
2. Our Company has spent ₹ 27.50 Lakhs as a CSR expenditure as a donation to Anvi Medical & Educational Foundation
for the FY 2024-25.
HUMAN RESOURCE
We believe that our employees are key contributors to our business success and thus we focus on attracting and retaining the
best possible talent. Our Company looks for specific skill-sets, interests and background that would be an asset for its kind
of business.
As on, March 31, 2025, we have employed 40 personnel at our warehouse facility and Registered Office. The permanent
employees at our warehouse unit includes personnel in processing activities such as blending, grinding and testing of
products, quality assurance and receipt and dispatch of materials and also working in other departments apart from processing
as detailed below. We do not hire contract labourers in our warehouse Facility, however the local labourers available at the
location of the warehouse are hired for loading and unloading the products and other task as and when required at the
warehouse.
The following table sets forth a breakdown of our permanent employees by function as on the date of March 31, 2025:
Department No. of Employees as
on March 31, 2024
Finance and Accounts Department 5
Human Resource & Administration Department 3
Marketing & Business Development Department 10
Purchase Department 3
Warehouse and Supply Chain Department 12
218Sales & Sales Coordination Department 4
Compliance 1
Research & Development 2
Total 40
The following table sets forth attrition rates of our employees for the year indicated below:
Attrition Rate As on March 31, 2025*
Attrition Rate (%)(1) 20.58%
No. of employees who resigned during the period 7
(1)Calculated as the number of employees that left during a period over the average number of employees for the period. The
average number of employees for a period is calculated as the average of the number of employees at the beginning of the
period and the number of employees at the end of the period.
*Kindly note that list of employees is provided as on March 31, 2025, hence, the attrition period is also taken as March 31,
2025.
Training to the Employees:
We focus on providing training to our employees, which includes regulatory compliances and commercial trainings on
regular basis to keep our employees updated with all the compliances which are required to be fulfilled required for the
business operations of our Company.
Details of Employees' Provident Fund and Employees State Insurance Corporation as on March 31, 2025:
Particulars Number of employees registered Amount paid (₹ in lakhs)
Employees' Provident Fund 28 13.40
Employees State Insurance Corporation 10 1.24
We seek to maintain a performance-based work culture on values of development and collaboration. The key elements
driving our practices include customer focus, process orientation, people focus, drive for results, business acumen and
communication. Our employees are not part of any union, and we have not experienced any work stoppages due to labour
disputes or cessation of work in the recent past.
EXPORT OBLIGATION
Our Company does not have any export obligation, as on date of this Prospectus.
COLLABORATIONS/TIE UPS/ JOINT VENTURES
As on date of this Prospectus, we do not have any Collaboration/Tie Ups/ Joint Ventures as on date of this Prospectus, except
that one of the WOS of our Company ERMPL has entered into technical collaboration agreement with Shriram Institute for
Industrial Research (SRIFIR), The purpose of the Agreement is to establish a collaboration between SRIFIR and ERMPL
for the development, production and formulation of a new nutraceuticals product, utilizing SRIFIR’s Technical Know-How
and ERMPL’s expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs.
INSURANCE
Our 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 regarding any property. 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 Companies. Our policies are subject to standard limitations. Therefore, insurance might not
necessarily cover all losses incurred by 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.
219Sr. Name of the Type of Policy Validity Policy No. Sum Insured (₹ Premium
No. Insurance Period in Lakhs) p.a. (₹ in
Company Lakhs)
1. Go Digit Digit Marine From: D211963975 Rs. 12,000.00/- Rs. 2.12/-
General Cargo Policy 08/07/2025,
Insurance Ltd. 00:00:01
To:
07/07/2026,
23:59:59
2. ICICI Lombard ICICI Bharat From: 00:00 1015/358149549/00/000 Rs. 450.00/- Rs. 0.27/-
General Griha Raksha Hours of
Insurance Policy 29/08/2024
Company
Limited To: 23:59
Hours of
28/08/2025
3. Burglary From: 00:00 4002/361639559/00/000 Rs. 2,000.00/- Rs. 0.10/-
Insurance Hours of
Policy 27/09/2024
To:
Midnight of
26/09/2025
4. ICICI From: 00:00 1021/361639553/00/000 Rs. 2,000.00/- Rs. 1.30/-
Lombard Hours of
MSME 27/09/2024
Suraksha
Kavach To: 23:59
(Complete Fire Hours of
Insurance) 26/09/2025
OUR PROPERTIES
Owned Property:
Sr. Address Seller Date of Area Consideration Purpose
No. Agreement of (₹ in Lakhs)
Sale
1 Survey no. 228, H. Smt. Vibha December 01, 28,259.16 490.00 Gala no. 7 and 8 -used
No. 5, Gala no. 7, 8, Bharat 2022 sq. ft. by our company as
9, 10, on ground Thakkar Warehouse and
floor, first floor, and M/s. Processing Facility
second floor, bldg. Prime
no. E-8, “Shree Dental Survey no. 228, H. No.
Arihant Complex”, Products 5, Gala no. 9, bldg. no.
Kalher, Bhiwandi, Private E-8, “Shree Arihant
Thane, Maharashtra Limited Complex”, Kalher,
(through its Bhiwandi, Thane,
Director Maharashtra – Given on
Shri Bharat Rent to Vinstar
Vinod Biotech Private Limited
Thakkar) (VBPL) (WOS)
through a rent
agreement dated
January 21, 2025, used
as the registered office
of the Company
220Sr. Address Seller Date of Area Consideration Purpose
No. Agreement of (₹ in Lakhs)
Sale
Survey no. 228, H. No.
5, Gala no. 10, bldg. no.
E-8, “Shree Arihant
Complex”, Kalher,
Bhiwandi, Thane,
Maharashtra – Given on
Rent to Profoods
Nutrition Private
Limited (PNPL)
through a rent
agreement dated
January 21, 2025, used
as the registered office
of the Company
Leased Property:
Date of Lessor/Licensor Address of Period of Lease Area Monthly Purpose
Lease and the rent
License Property (₹ in Lakhs)
June 02, Mrs Falguni Office No. June 02, 2023 to 1299.204 ₹ 1.6/- for 1st Registered office
2023 and Nitin Sanghavi 403/404, 4th May 31, 2028 sq. ft. 24 months of our Company
Supplement Floor, K.L. and ₹ 1.72 and Supplement
Agreement Accolade, 6th for next 12 Agreement to the
to Leave Road, TPS months and ₹ Leave and
and License III, 1.80 for next License
Agreement Santacruz 12 months Agreement dated
dated (East), and ₹1.89 for January 06, 2025
January 06, Mumbai, next 12 to use the licensed
2025 Maharashtra, months premises as
India, registered office
400055 of wholly-Owned
Subsidiary
Company,
ERMPL
The Lessor of our Registered Office is not related to our Company, our Promoters or to our Promoter Group, hence, Mrs
Falguni Nitin Sanghavi is not a related party to our Company.
Following are the details of the owned property leased out by our Company to Vinstar Biotech Private Limited and
Profoods Nutrition Private Limited:
Sr. Details Licensor/Lessor Date Leave Usage Ter Consider Remark
c
No. of /Vendor iL of the and m of ation /
Propert
/d
lease/ Licen the Lease
e
ies
s
ae license se/ leas Rental /
es
Ln
/de/ sale Lease e/ License
e deed Expir lice Fees (in
n
w
y Date nse ₹)
O
2211 Buildin Chemkart India Leave Dece For 60 License Let out to Vinstar Biotech
g No. Limited and mber Non- mon Fee: Rs. Private Limited
E/8, Licens 31, reside ths 5,000/-
Gala e 2029 ntial p.m.
No. 9, Agree use
Second ment
Floor dated
“Shree Januar
Arihant y 21,
Compou 2025
nd”
House
Number d
e
1451, n
w
Reti O
Bunder
Road,
At
Village:
Kalher,
Bhiwan
di,
Thane –
421302,
Maharas
htra,
India
2 Building Chemk Leave Decem For 60 Licen Let out to Profoods Nutrition Private
No. E/8, art and ber 31, Non- mont se Limited
Gala No. India License 2029 resident hs Fee:
10, Limited Agreem ial use Rs.
Second ent dated 3,000
Floor January /-
“Shree 21, 2025 p.m.
Arihant
Compoun
d” House
Number d
e
1451, Reti n
w
Bunder O
Road, At
Village:
Kalher,
Tal:
Bhiwandi
– 421302,
(Dist.
Thane),
Maharasht
ra, India.
INTELLECTUAL PROPERTIES
222Sr. Brand Class Nature of Trademark Owner Date of Authority Status
No. Name/Logo and Registration/
Trademark application/registration Application
number & Validity
Nature of Trademark:
Device –“Chemkart”
1. Class:5
Application Number: Chemkart Date of Trade Formality
11733934 India Application: Marks Check
Nature of Trademark: Limited January 03, Registry Pass
Device –“ Chemkart” 2025
2. Class:35
Application Number:
11733975
Domain Name:
Sr. Domain Name and ID Registry Domain ID Registrant Name, Registry
Creation
No. Address Expiry
Date
Date
Chemkart India Creation date: January 13,
1. www.chemkart.com IANA ID: 1495
Limited January 13, 2016 2027
Domain Id: May 17, 2014
Chemkart India May 17,
2. https://www.chemkart.in/# D8413969-IN (updated on April
Limited 2026
IANA ID: 801217 24, 2024)
223KEY INDUSTRY REGULATIONS AND POLICIES
The following description is a summary of the relevant regulations and policies as prescribed by the GoI and other regulatory
bodies that are applicable to our business. The information detailed below has been obtained from various legislations,
including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local authorities that
are available in the public domain. The regulations set out below may not be exhaustive and are merely intended to provide
general information to the shareholders and neither designed, nor intended to substitute for professional legal advice. For
details of government approvals obtained by us, see the section titled “Government and Other Approvals” on page 324 of
this Prospectus.
THE COMPANIES ACT
The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of the
Companies Act, 2013 and rules made thereunder.
The Companies Act primarily regulates the formation, financing, functioning and restructuring of Companies as separate
legal entities. The Act provides regulatory and compliance mechanism regarding all relevant aspects including
organizational, financial and managerial aspects of companies. The provisions of the Act state the eligibility, procedure and
execution for various functions of the company, the relation and action of the management and that of the shareholders. The
law laid down transparency, corporate governance and protection of shareholders & creditors. The Companies Act plays the
balancing role between these two competing factors, namely, management autonomy and investor protection.
SEBI REGULATIONS
Securities And Exchange Board of India is the regulatory body for securities market transactions including regulation of
listing and delisting of securities. It forms various rules and regulations for the regulation of listed entities, transactions of
securities, exchange platforms, securities market and intermediaries thereto. Apart from other rules and regulations, listed
entities are mainly regulated by the SEBI Act, 1992, Securities Contract Regulation Act, 1956, Securities Contracts
(Regulation) Rules, 1957, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeover)
Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015.
TAX RELATED REGULATIONS
Income Tax Act,1961
Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions of
this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1) every
Company is required to file its Income tax return for every Previous Year by 31st October of the Assessment Year. Other
compliances like those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like are also
required to be complied by every Company.
Goods and Service Tax Act, 2017
The Central Goods and Services Tax Act, 2017 is an Act to make a provision for levy and collection of tax on intra-State
supply of goods or services or both by the Central Government and for matters connected therewith or incidental thereto. In
line with CGST Act, each state Governments has enacted State Goods and Service Tax Act for respective states. Goods and
Services Tax (GST) is a comprehensive indirect tax on manufacture, sale and consumption of goods and services throughout
India to replace taxes levied by the central and state governments on goods as services. This method allows GST-registered
businesses to claim tax credit to the value of GST they paid on purchase of goods or services or both as part of their normal
commercial activity. The mechanism provides for two level taxation of interstate and intra state transactions. When the
supply of goods or services happens within a state called as intra-state transactions, then both the CGST and SGST will be
collected. Whereas if the supply of goods or services happens between the states called as inter-state transactions and IGST
will be collected. Exports are considered as zero-rated supply and imports are levied the same taxes as domestic goods and
services adhering to the destination-based taxation principle in addition to the Customs Duty which has not been subsumed
in the GST.
Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e.
bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside India.
224Any Company requiring to import or export any goods is first required to get it registered and obtain an IEC (Importer
Exporter Code) in terms of provisions of the Foreign Trade Development and Regulation Act, 1992. Imported goods in India
attract basic customs duty, additional customs duty and cesses in terms of the provisions of the Customs Act, 1962, Customs
Tariff Act, 1975 and the relevant provisions made thereunder. The rates of basic customs duty are specified under the
Customs Tariff Act 1975. Customs duty is calculated on the assessable value of the goods. Customs duties are administrated
by Central Board of Indirect Taxes and Customs under the Ministry of Finance.
State Tax on Profession, Trades, Callings and Employment Rules, 1975
The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade.
The State Government of each State is empowered with the responsibility of structuring as well as formulating the respective
professional tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on
the incomes of individuals, profits of business or gains in vocations. The professional tax is charged as per the List II of the
Constitution. The professional tax is classified under various tax slabs in India. The tax payable under the State Acts by any
person earning a salary or wage shall be deducted by his employer from the salary or wages payable to such person before
such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction has been made or not
when the salary and wage is paid to such persons, be liable to pay tax on behalf of such person and employer has to obtain
the registration from the assessing authority in the prescribed manner.
BUSINESS/ TRADE RELATED LAWS/ REGULATIONS
The Food Safety and Standards Act, 2006 (“FSSA”) and the regulations framed thereunder
The FSSA was enacted on August 23, 2006 repealing and replacing the Prevention of Food Adulteration Act, 1954. The
FSSA pursues to consolidate the laws relating to food and 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, and for matters connected
therewith or incidental thereto. The standards prescribed by the FSSAI include specifications for food additives, flavorings,
processing aids and materials in contact with food, ingredients, contaminants, pesticide residue, biological hazards and labels.
Under the provisions of the FSSA, no person may carry on any food business except under a license granted by the FSSAI.
The FSSA sets forth the requirements for licensing and registering food businesses in addition to laying down the general
principles for safety, responsibilities and liabilities of food business operators.
Various Rules and Regulations framed under FSSA:
• The Food Safety and Standards Rules, 2011 (“FSSR”)
FSSAI has also framed the Food Safety and Standards Rules, 2011 (“FSSR”). The FSSR sets out the enforcement structure
of ‘commissioner of food safety’, ‘the food safety officer’ and ‘the food analyst’ and procedures of taking extracts, seizure,
sampling and analysis. The FSSA also lays down penalties for various offences, including recall procedures.
• The Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011:
These Regulations provides for the conditions and procedures for registration and licensing process for food business and
lays down general requirements to be fulfilled by various food business operators (“FBOs”), including petty FBOs as well
as specific requirements to be fulfilled by businesses dealing with certain food products.
• The Food Safety and Standards (Food Recall Procedure) Regulations, 2017
In terms of these regulations, every FBO engaged in manufacture, importation or wholesale supply of food is required to
have a food recall plan.
• The Food Safety and Standards (Packaging) Regulations, 2018 and Food Safety and Standards (Labelling and Display)
Regulations 2020:
The packaging done by a FBO is required to comply with the Food Safety and Standards (Packaging) Regulations, 2018,
while labelling and display of pre-packaged food items must comply with the Food Safety and Standards (Labelling and
Display) Regulations 2020.
• The Food Safety and Standards (Licensing and Registration of Food Business) Amendment Regulations, 2018:
According to these regulations, an e-commerce FBO (which includes sellers and brand owner who display or offer their food
products, through e-commerce, and providers of transportation services for the food products and/or providing last mile
delivery transportation to the end consumers), is required to obtain central license from the concerned central licensing
authority.
225• Food Safety and Standards (Food Products Standards And Food Additives) Regulations, 2011
Food additive is any substance intentionally added to food for a technological purpose. This may be to improve shelf life,
maintaining its nutritional qualities and sensorial attributes (taste, texture, appearance). Food additives are not normally
consumed as a food by itself. These regulations aims at regulating the compositional and chemical standards of processed
food products added with food additives including dehydrated food products.
Drugs and Cosmetics Act, 1940 (the “Drugs Act”), the Drugs and Cosmetics Rules, 1945 (the “Drugs Rules”)
The Drugs Act regulates the import, manufacture, distribution, and sale of drugs and prohibits the import, manufacture and
sale of certain drugs and cosmetics which are, inter alia, misbranded, adulterated or spurious. The Drugs Act and the Drugs
Rules specify the conditions for grant of a license for the manufacture, sale, import or distribution of any drug or cosmetic.
It further mandates that every person holding a license to maintain such records that may be open to inspection by relevant
authorities. Any violations of the provisions of the Drugs Act, including those pertaining to the manufacturing and import of
spurious drugs, non-disclosure of specified information and a failure to keep the required documents are punishable with a
fine, or imprisonment or both.
The Drugs Rules lay down the functions of the central drugs laboratory established under Section 6 of the Drugs Act. Under
the Drugs Rules, an import license is required for importing drugs. The form and manner of application for import license
has also been provided under the Drug Rules.
Drugs (Control) Act, 1950 (the “Drugs Control Act”)
The Drugs Control Act provides for control of sale, supply, and distribution of drugs. Under the Drugs Act, any drug may
be declared by the Central Government by notification to be a drug within its purview. The authorities may also prohibit the
disposal or direct the sale of any specified drug.
The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 (the “DMRA”)
The DMRA seeks to control advertisements of drugs in certain cases and prohibits advertisement of remedies that claim to
possess magic qualities. In terms of the DMRA, advertisements include any notice, circular, label, wrapper or other document
and any announcement made orally or by any means of producing or transmitting light, sound or smoke. It also specifies the
ailments for which no advertisement is allowed. DMRA prohibits advertisements that give false impression regarding the
true character of a drug, make false claims for a drug, or are otherwise false or misleading in any material particular. Further,
the Drugs and Magic Remedies (Objectionable Advertisements) Rules, 1955 have been framed for effective implementation
of the provisions of the DMRA.
The Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements,
2022(“Advertisement Guidelines”)
The Advertisement Guidelines provide for the prevention of false or misleading advertisements and making endorsements
relating thereto. The Advertisement Guidelines apply inter alia to a manufacturer and to all advertisements regardless of
form, format or medium. The Advertisement Guidelines law, lay down the conditions for non-misleading and valid
advertisement and prohibit surrogate or indirect advertisements of goods or services whose advertising is prohibited or
restricted by law, by portraying it to be an advertisement for other goods or services, the advertising of which is not prohibited
or restricted by law. Further, the Advertisement Guidelines lay down duties of inter alia a manufacturer and provide inter
alia that every manufacturer shall ensure that all descriptions, claims and comparisons in an advertisement which relate to
matters of objectively ascertainable facts shall be capable of substantiation. The Advertisement Guidelines further provide
that any endorsement in an advertisement must reflect the genuine, reasonably current opinion of the individual, group or
organization making such representation and must be based on adequate information about, or experience with, the identified
goods, product or service and must not otherwise be deceptive.
The Essential Commodities Act, 1955 (“EC Act”)
The EC Act provides for the regulation and control of production, supply, distribution and pricing of commodities which
are declared as essential, for maintaining or increasing supplies or for securing their equitable distribution and availability
at fair prices. Under Section 3 of the EC Act, if the Government of India, in the interest of maintaining or increasing supplies
of any essential commodity or for securing their equitable distribution and availability at fair prices, it may, by order, provide
for regulating or prohibiting the production, supply and distribution thereof and trade and commerce therein. Such orders
may provide for, among other things, controlling the price at which essential commodities are sold, requiring any person
producing an essential commodity to sell the whole or a part of the produce and so on. Violation of the terms of these orders
226is punishable under Section 7 of the EC Act. Further, the Schedule of the EC Act provides for a list of essential commodities,
including but not limited to drugs, fertilizers (whether inorganic, organic or mixed, foodstuffs and petroleum. Under Section
2A of the EC Act, the Government If India may add or remove any commodity from the Schedule.
Drugs (Prices Control) Order, 2013 (“DPCO”)
The DPCO prescribes inter alia the ceiling price of scheduled formulations, retail price of a new drug for existing
manufacturers of scheduled formulations, maximum retail price of scheduled formulations. Under the DPCO, the Central
Government may issue directions to the manufacturers of active pharmaceutical ingredients or bulk drugs and formulations
to increase production or sell such active pharmaceutical ingredient or bulk drug to such manufacturers of formulations and
direct the formulators to sell the formulations to institutions, hospitals or any agency. The DPCO specifies procedures for
fixing the ceiling price of scheduled formulations of specified strengths or dosages, retail price of new drug for existing
manufacturers of scheduled formulations, and penalties for contravention of its provisions.
Consumer Protection Act, 2019 (the “Consumer Protection Act”) and the rules made thereunder:
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 seeks, inter alia 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. The definition of “consumer” under the
Consumer Protection Act also includes persons engaged in offline or online transactions through electronic means or by tele-
shopping or direct-selling or multi-level marketing. 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.
Legal Metrology Act, 2009
The Legal Metrology Act, 2009, as amended (the “Metrology Act”), was enacted with the objectives to establish and enforce
standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or
distributed by weight, measure or number and for matters connected therewith or incidental thereto. The Metrology Act
states that any transaction/contract relating to goods/class of goods or undertakings shall be as per the
weight/measurement/numbers prescribed by the Metrology Act. The specifications with respect to the exact denomination
of the weight of goods to be considered in transactions are contained in rules by each state.
Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodities Rules”) and Amendment Rules,
2017
The Packaged Commodities Rules lay down specific provisions applicable to packages intended for retail sale, whole sale
and for export and import and also regulate pre-packaged commodities in India, inter alia by mandating certain labelling
requirements prior to sale of such commodities. Legal Metrology (Packaged Commodities) (Amendment) Rules (“Packaged
Commodity Amendment Rules”) issued on June 23, 2017 have introduced important amendments to the Packaged
Commodity Rules, especially in relation to ecommerce entities. The Packaged Commodity Amendment Rules came into
force from January 1, 2018. The key provisions of the Packaged Commodity Amendment Rules are regarding the size of
declarations on the label, declaration on e-commerce platforms, declaration of name and address of the manufacturer and
fine for contravention.
REGULATIONS RELATED TO FOREIGN TRADE AND INVESTMENT
The Foreign Direct Investment
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”)
through press notes and press releases. The Department for Promotion of Industry and Internal Trade (DPIIT), Ministry of
Commerce & Industry, Government of India makes policy pronouncements on FDI through Consolidated FDI Policy
Circular/Press Notes/Press Releases which are notified by the Department of Economic Affairs (DEA), Ministry of Finance,
Government of India as amendments to the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 under the
Foreign Exchange Management Act, 1999 (42 of 1999) (FEMA). DPIIT has issued consolidated FDI Policy Circular of
2020 (“FDI Policy 2020”), which with effect from October 15, 2020, consolidates and supersedes all previous press notes,
press releases and clarifications on FDI Policy that were in force. The Government proposes to update the consolidated
circular on FDI policy once every year and therefore, FDI Policy 2020 will be valid until an updated circular is issued.
227The reporting requirements for any investment in India by a person resident outside India under Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 are specified by the RBI. Regulation 4 of the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 vide notification No. FEMA.
395/2019-RB dated 17.10.2019 issued by the RBI stipulates the reporting requirement for any investment in India by a
person resident outside India. All the reporting is required to be done through the Single Master Form (SMF) available on
the Foreign Investment Reporting and Management System (FIRMS) platform at https://firms.rbi.org.in.
Under the current FDI Policy of 2020, foreign direct investment in micro and small enterprises is subject to sectoral caps,
entry routes and other sectoral regulations.
Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder:
Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by
the RBI and the rules, regulations and notifications there under, and the policy prescribed by the Department of Promotion
of Industry and Internal Trade, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA
Regulations no prior consents and approvals are required from the Reserve Bank of India, for Foreign Direct Investment
under the ‘automatic route’ within the specified sectoral caps. In respect of all industries not specified as FDI under the
automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval
may be required from the FIF and/or the RBI. The RBI, in exercise of its power under the FEMA, has notified the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 (“FEMA
Regulations”) to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India and Foreign
Exchange Management (Export of Goods and Services) Regulations, 2015 for regulation on exports of goods and services.
Ownership restrictions of FIIs
Under the portfolio investment scheme, the total holding of all FIIs together with their sub-accounts in an Indian company
is subject to a cap of 24% of the paid-up capital of a company, which may be increased up to the percentage of sectoral cap
on FDI in respect of the said company pursuant to a resolution of the board of directors of the company and the approval of
the shareholders of the company by a special resolution in a general meeting. The total holding by each FII, or in case an FII
is investing on behalf of its sub-account, each sub-account should not exceed 10% of the total paid-up capital of a company
Laws related to Overseas Investment by Indian Entities:
Overseas investment by Indian Entities are governed under Foreign Exchange Management Act, 1999 under which the
central Government of India have notified Foreign Exchange Management (Overseas Investment) Rules, 2022 in
suppression of Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 and the
Foreign Exchange Management (Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015.
Followed by the rules, RBI has vide notification no. RBI/2022-2023/110, A.P. (DIR Series) Circular No.12 dated August
22, 2022 have issued Foreign Exchange Management (Overseas Investment) Directions, 2022 and Foreign Exchange
Management (Overseas Investment) Regulations, 2022. These legislations frame the investment fields, mode and cap for
various sectors and regions, by any person resident in India and the reporting requirements.
Foreign Trade Policy 2023:
The Central Government of India in exercise of powers conferred under Section 5 of the Foreign Trade (Development &
Regulation) Act, 1992 (No. 22 of 1992) [FT (D&R) Act], as amended, has notified Foreign Trade Policy (FTP) 2023 which
is effective from April 01, 2023 and shall continue to be in operation unless otherwise specified or amended. It provides for
a framework relating to export and import of goods and services.
LAWS RELATED TO ENVIRONMENTAL LAWS
National Environmental Policy, 2006
The dominant theme of this policy is that while conservation of environmental resources is necessary to secure livelihoods
and well-being of all, the most secure basis for conservation is to ensure that people dependent on particular resources obtain
better livelihoods from the fact of conservation, than from degradation of the resource.
Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
228The Water Act provides for one Central Pollution Control Board, as well as state pollution control boards, to be formed to
implement its provisions, including enforcement of standards for factories discharging pollutants into water bodies. The
Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the standards set down
by the State PCB. The Water Act also provides that the consent of the State PCB must be obtained prior to opening of any
new outlets or discharges, which are likely to discharge sewage effluent. The Water Act prescribes specific amounts of fine
and terms of imprisonment for various contraventions.
The Air (Prevention & Control of Pollution) Act, 1981(the “Air Act”)
One Central Pollution Control Board, as well as state pollution control boards formed under water act shall be deemed to be
Central Board & State Board for the Prevention and Control of air Pollution. The Air Act prohibits that no person operating
any industrial plant, in any air pollution control area shall discharge or cause or permit to be discharged the emission of any
air pollutant in excess of the standards laid down by the State Board. The Air Act prescribes specific amounts of fine and
terms of imprisonment for various contraventions.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “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 has been 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.
Municipal Solid Wastes (Management and Handling) Rules, 2000 (“Waste Management Rules, 2000”) as superseded
by Solid Waste Management Rules, 2016 (“Waste Management Rules, 2016”)
The Waste Management Rules, 2000 applied to every municipal authority responsible for collection, segregation, storage,
transportation, processing and disposal of municipal solid wastes. Any municipal solid waste generated in a city or a town
was required to be managed and handled in accordance with the compliance criteria and the procedure laid down in Schedule
II of the Waste Management Rules, 2000. The Waste Management Rules, 2000 made the persons or establishments
generating municipal solid wastes responsible for ensuring delivery of wastes in accordance with the collection and
segregation system as notified by the municipal authority. The Waste Management Rules, 2000 have been superseded by
the Waste Management Rules, 2016 which stipulate various duties of waste generators which, inter alia, include segregation
and storage of waste generated by them in the manner prescribed in the Waste Management Rules, 2016; separate storage
of construction and demolition waste and payment of user fee for solid waste management as specified in the bye-laws of
the local bodies.
Environment Impact Assessment Notification of 2006
The Ministry of Environment, Forests and Climate Change has notified the Environment Impact Assessment Notification of
2006 in September 2006. The notification makes it mandatory for various projects to get environment clearance.
LAWS RELATING TO INTELLECTUAL PROPERTY
Trade marks Act, 1999
Under the Trademarks Act, 1999 (“Trademarks Act”), a trademark is a mark capable of being represented graphically and
which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and
services to indicate a connection in the course of trade between the goods and some person having the right as proprietor to
use the mark. A ‘mark’ may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral, shape
of goods, packaging or combination of colors or any combination thereof.
The Patents Act, 1970:
The Patents Act, 1970 as amended from time to time, in India has been enacted to protect inventions. Patents provide the
exclusive rights for the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent
registration confers on the patentee the exclusive right to use, manufacture and sell his invention for the term of the patent.
229LAWS RELATED TO EMPLOYMENT OF MANPOWER:
Code on Wages, 2019
The Code on Wages, 2019 regulates and amalgamates wage and bonus payments and subsumes four existing laws namely
– the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965and the Equal
Remuneration Act, 1976 received the assent of the President of India on August 8, 2019. It regulates, inter alia, the minimum
wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. Only
few section of the Code has yet been notified vide notification no. S.O. 4604I dated December 18, 2020.
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it proposes to
subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial
Employment (Standing Orders) Act, 1946. The provisions of this code will be brought into force on a date to be notified by
the Central Government.
The Code on Social Security, 2020
The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it proposes to
subsume certain existing legislations including the Emplo’ee's Compensation Act, 1923, the Employees’ State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the
Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganized
Workers’ Social Security Act, 2008. The provisions of this code will be brought into force on a date to be notified by the
Central Government. The Central Government has issued the draft rules under the Code on Social Security, 2020. The draft
rules provide for operationalization of provisions in the Code on Social Security, 2020 relating to employees’ provident
fund, employees’ state insurance corporation, gratuity, maternity benefit, social security and cess in respect of building and
other construction workers, social security for unorganized workers, gig workers and platform workers.
In addition to above, we are subject to wide variety of generally applicable labour laws concerning condition of working,
benefit and welfare of our laborers and employees such as the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Employees (Provident Fund and Miscellaneous Provision) Act, 1952.
*The Code on Wages, 2019, The Code on Social Security, 2020, (enacted by the Parliament of India and assented to by the
President of India) will come into force as may be notified in the Official Gazette by the Central Government of India,
different dates may be appointed for different provisions of the Codes.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident fund,
family pension fund and deposit linked insurance are payable to employees in factories and other establishments. The
legislation provides that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in any
capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee’s provident
fund. The employer of such establishment is required to make a monthly contribution to the provident fund equivalent to the
amount of the employee’s contribution to the provident fund. There is also a requirement to maintain prescribed records and
registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties for avoiding payments
required to be made under the abovementioned schemes.
Employees State Insurance Act, 1948, as amended (the “ESIC Act”)
The ESI Act, provides for certain benefits to employees in case of sickness, maternity and employment injury. All employees
in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer to make
certain contributions in relation thereto. In addition, the employer is also required to register itself under the ESI Act and
maintain prescribed records and registers.
Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)
The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were
employed on any day of the preceding twelve months and in such other establishments in which ten or more employees are
230employed or were employed on any day of the preceding twelve months, as notified by the Central Government from time
to time. Penalties are prescribed for non-compliance with statutory provisions.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for
gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the
entitlement to gratuity in the event of death or disablement will not be contingent upon an employee having completed five
years of continuous service. The maximum amount of gratuity payable may not exceed 1 million.
Certain other laws and regulations that may be applicable to our Company in India include the following:
• Minimum Wages Act, 1948 and Maharashtra Minimum Wages Rules, 1963 (“MWA Rules”)
• Industrial (Development and Regulation) Act, 1951 (“IDRA”)
• Industrial Disputes Act, 1947 (“ID Act”)
• Payment of Bonus Act, 1965 (“POB Act”)
• Child Labour (Prohibition and Regulation) Act, 1986
• Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2”1“ ("SHWW ”ct")
• Employ’es' Compensation Act, 1923
• Equal Remuneration Act, 1976 (“ER Act”)
• Contract Labour Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition) Central
Rules, 1971 (Contract Labour Rules)
• Workmen Compensation Act, 1923 (“WCA”)
• Maternity Benefit Act, 1961 (“Maternity Act”)
• Industrial Employment Standing Orders Act, 1946
• Apprentice Act, 1961 read with The National Policy of Skill Development and Entrepreneurship 2015,
• Contract Labour (Regulation and abolition) act, 1970
• Work’en's Compensation Act, 1923
• Weekly Holidays Act, 1942
OTHER GENERAL REGULATIONS
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”):
MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion;(b)
a medium enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise engaged
in manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951 is required to file a memorandum before such authority as specified by the State
Government or the Central Government. The form of the memorandum, the procedure of its filing and other matters
incidental thereto shall be such as may be specified by the Central Government, based on the recommendations of the
advisory committee. Accordingly, in exercise of this power under the MSME Act, the Ministry of Micro, Small and Medium
Enterprises notification dated September 18, 2015 specified that every micro, small and medium enterprises is required to
file a Udyog Aadhaar Memorandum in the form and manner specified in the notification.
State Laws
We operate in various states. Accordingly, legislations passed by the state governments are applicable to us in those states.
These include legislations relating to, among others, Shops and Establishment Act, classification of fire prevention and
safety measures and other local licensing. Further, we require several approvals from local authorities such as municipal
bodies. The approvals required may vary depending on the state and the local area.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India have power
to endow the municipalities with power to implement schemes and perform functions in relation to matters listed in the
Twelfth Schedule to the Constitution of India. The respective states of India have enacted laws empowering the
municipalities to issue trade license for operating eating outlets and implementation of regulations relating to such license
along with prescribing penalties for non-compliance.
Approvals from Local Authorities
231Setting up of a factory or manufacturing / housing unit entails the requisite planning approvals to be obtained from the
relevant Local Panchayat(s) outside the city limits and appropriate Metropolitan Development Authority within the city
limits. Consents are also required from the state pollution control board(s), the relevant state electricity board(s), the state
excise authorities, sales tax, among others, are required to be obtained before commencing the building of a factory or the
start of manufacturing operations.
Other regulations:
Apart from the above list of laws – which is inclusive in nature and not exhausti–e - general laws like the Indian Contract
Act 1872, Specific Relief Act 1963, Negotiable Instrument Act 1881, The Information Technology Act, 2000, Sale of Goods
Act 1930 and Consumer Protection Act 1986, The Arbitration & Conciliation Act, 1996 are also applicable to the company.
PROPERTY RELATED LAWS
The Company is required to comply with central and state laws in respect of property. Central Laws that may be applicable
to our Comp’ny's operations include the Land Acquisition Act, 1894, the Transfer of Property Act, 1882, Registration Act,
1908, Indian Stamp Act, 1899, Stamp Act of Relevant State and Indian Easements Act, 1882.
232HISTORY AND CERTAIN CORPORATE MATTERS
BRIEF HISTORY OF OUR COMPANY
Our Company was incorporated on March 06, 2020 as “Chemkart India Private Limited”, a private limited company under
the Companies Act, 2013 pursuant to a certificate of incorporation dated March 06, 2020 issued by Deputy Registrar of
Companies. Further, our Company was converted into a public limited company pursuant to a resolution passed by the Board
of Directors in their meeting held on August 16, 2024 and by our Shareholders at an Extra-Ordinary General Meeting held
on August 16, 2024 at shorter notice and consequently the name of our Company was changed to ‘Chemkart India Limited’
and a fresh certificate of incorporation dated October 04, 2024 was issued by Assistant Registrar of Companies/Deputy
Registrar of Companies/ Registrar of Companies, Central Processing Centre. The corporate identification number of our
Company is U51220MH2020PLC338631.
Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta were the initial subscribers to the Memorandum of Association of
our Company. Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta are the current
Promoters of our Company. For further details of our promoters please refer the chapter titled “Our Promoters and Promoter
Group” beginning on page 256 of this Prospectus.
We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards
the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to
nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of
captivated nutritional supplements and components. We offer products across mainly seven product categories, i.e. Amino
Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably
to adapt to the growing awareness with respect to the needs of nutrition in the food products. For information on our
Company’s profile, activities, products, market, growth, technology, managerial competence, standing with reference to
prominent competitors, major vendors and suppliers, please refer the chapter titled “Our Business”, “Industry Overview”,
“Our Management”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 182, 152, 240, 265 and 302 respectively of this Prospectus.
Our Company has 7 (Seven) Shareholders as on the date of filing of this Prospectus.
CHANGE IN REGISTERED OFFICE OF OUR COMPANY
The details of changes made to our Registered Office post incorporation of our Company are provided below:
From To With effect from Reason for Change
C/o Shailesh Mehta & Parul Mehta Office No. 403/404, 4th Floor, K.L. February 28, Administration
A/201 Nandadevi CHS CTS106 Prabhat Accolade, 6th Road, TPS III, 2024 purpose
Col. Rd 8, YATRI HOTEL Santacruz (East), Mumbai,
SANTACRI(E), Mumbai Maharashtra, India, 400055
City,Maharashtra,India,400055
MAJOR EVENTS IN THE HISTORY OF OUR COMPANY
Year Key Events/ Milestones/ Achievements
2020 Incorporation of our Company as a private limited company under the name ‘Chemkart India Private Limited’
ISO 9001:2015 Quality Management System certified for the following activities Importers, Manufacturers
and distributors of Health Supplements, Pharma Bulk Drugs, Food and Feed Ingredients.
2021 Received FSSAI License
2024 Certificate of registration re-issued to certify that the quality management systems of our Company have been
audited and have found to be compliant with standards prescribed under ISO 9001:2015
Received FSSAI License
Certificate of Compliance issued and assessed by GACB that the Plant situated at Office No. 403/404, 4th
Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra, India, 400055 has been
audited and assessed and found to comply with the requirements of the HALAL Assurance System
Guidelines.
Certificate of Compliance issued that confirms that the products manufactured by the company are KOSHER.
Certificate of registration issued to certify that audit has been conducted by ICV and found to be in compliance
with the quality management systems with standards prescribed under ISO 9001:2015
233Year Key Events/ Milestones/ Achievements
Converted to Public Limited Company and Name changed to “Chemkart India Limited”
Our Company entered into Share Purchase Agreement to acquire majority stake of Easy Raw Materials
Private Limited and Vinstar Biotech Private Limited.
MAIN OBJECTS OF OUR COMPANY
The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:
a) To engage in importing and trading of food ingredients.
b) To engage in the business of manufacturing of health supplements and online sales of health supplements.
The main objects as contained in the MOA enable our Company to carry on the business presently being carried out and the
activities proposed to be undertaken pursuant to the objects of this Offer.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY IN LAST 10 YEARS
The following amendments have been made to the Memorandum of Association of our Company in the last ten (10) years:
Date of shareholder’s Nature of amendments
resolution
February 25, 2022 Alteration in Capital Clause:
Clause V of the MoA was amended to reflect the increase in the authorized share capital of our
Company from ₹ 5,00,000 divided into 50,000 Equity Shares of ₹ 10 each to ₹ 1,50,00,000
divided into 15,00,000 Equity Shares of ₹ 10 each.
March 04, 2024 Alteration in Capital Clause:
Clause V of the MoA was amended to reflect the increase in the authorized share capital of our
Company from ₹ 1,50,00,000 divided into 15,00,000 Equity Shares of ₹ 10 each to ₹
25,00,00,000 divided into 2,50,00,000 Equity Shares of ₹ 10 each.
August 16, 2024 Alteration in Name Clause:
Our Company was converted from a private limited company to a public limited company and
consequently, the name of our Company was changed from “Chemkart India Private Limited”
to “Chemkart India Limited”.
Clause I of the MoA was amended to reflect the conversion of our Company from a private
limited company to a public limited company.
CORPORATE PROFILE OF OUR COMPANY
For details regarding the description of our Company’s activities, services, products, market, growth, technology, managerial
competence, standing with reference to prominent competitors, launch of key products or services, entry in new geographies
or exit from existing markets, major suppliers, distributors and customers segment, capacity/facility creation, capacity built-
up, marketing and competition, please refer to the chapters titled “Our Business”, “Our Management” and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” on pages 182, 240 and 302 respectively, of this
Prospectus.
CHANGES IN ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE (5) YEARS
There have been no changes in the activities of our Company during the last five years which may have had a material effect
on the profits and loss account of our Company, including discontinuance of lines of business, loss of agencies or markets
and similar factors.
HOLDING COMPANY
As on the date of this Prospectus, our Company does not have a holding company.
234SUBSIDIARIES OF OUR COMPANY
As on the date of this Prospectus, our Company has two subsidiaries (in terms of the definition of ‘subsidiary’ stipulated
under section 2(87) of the Companies Act, 2013).
a) EASY RAW MATERIALS PRIVATE LIMITED (ERMPL)
Corporate Information
ERMPL was incorporated as a private limited company on December 14, 2020 as “Eazy Raw material Private Limited”
under the Companies Act, 2013 pursuant to a certificate of incorporation issued by the Deputy Registrar of Companies. The
Company’s name was changed from “Eazy Raw material Private Limited” to “Easy Raw Materials Private Limited” pursuant
to a fresh certificate of incorporation dated July 07, 2021 issued by the Registrar of Companies, Mumbai. Its registered office
is located at Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra, India,
400055. Its corporate identification number is U51909MH2020PTC351813.
Nature of Business
ERMPL is incorporated to engage in following business activities as per the main objects mentioned in the Memorandum of
Association:
Carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting,
marketing or supplying, trading, dealing in any manner whatsoever in all type of goods on retail as well as on wholesale
basis, e-commerce platform for buying and selling raw materials in India or elsewhere.
Carry on the business as exhibitors of various goods, services and merchandise and to undertake the necessary activities to
promote sales of goods, services and merchandise manufactured/ dealt with/provided by the Company.
Act as broker, trader, agent, C & F agent, shipper, commission agent, distributor, representative, franchiser, consultant,
collaborator, stockiest, liaison, job worker, export house of goods, merchandise and services of all grades, specifications,
descriptions, applications, modalities, fashions, including by-products, spares or accessories thereof, on retail as well as on
wholesale basis.
Carryon the business of manufacturing, marketing, and trading in nutraceutical products for both human and animal
consumption, including but not limited to vitamins, whey protein, dietary supplements, minerals, amino acids, antioxidants,
herbal supplements, probiotics, prebiotics, and other health and wellness-related products. It is also engaged in research,
development, innovation, and commercialization of nutraceuticals, functional foods, food supplements, and other health
products intended to promote well-being, vitality, and health.
Proposes to engage in manufacture, formulate, package, and sell a wide variety of products such as vitamin supplements,
protein powders, dietary supplements, and other health supplements and wellness-related products under various brand
names and engage in the distribution, import, export, and retail of nutraceutical and wellness products and to establish a
network of wholesalers, retailers, and e-commerce platforms for the sale of such products.
Capital Structure
As on the date of this Prospectus, the authorised share capital of ERMPL is ₹ 5,00,000 divided into 50,000 equity shares of
₹ 10 each and its issued, subscribed and paid-up share capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹10 each.
Shareholding Pattern
The following table sets forth the details of the shareholding of ERMPL, as on the date of this Prospectus:
Sr. Name of the Shareholders Number of equity shares Percentage of total equity
No. of face value ₹10 each shareholding (%)
1. Ankit Shailesh Mehta 100 1.00%
2. Chemkart India Limited 9,900 99.00%
Total 10,000 100.00%
Financial Performance
235As required under the SEBI ICDR Regulations and amendments thereto, ERMPL shall host the financial information derived
from the audited financial statements for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 on
the website of company i.e. https://chemkart.com/
There are no accumulated profits or losses of any Subsidiaries that are not accounted for by our Company in the Restated
Consolidated Financial Information.
b) VINSTAR BIOTECH PRIVATE LIMITED (VBPL)
Corporate Information
VBPL was incorporated as a private limited company on March 16, 2023 under the Companies Act, 2013 pursuant to a
certificate of incorporation issued by the Registrar of Companies, Central Registration Centre. Its registered office is located
at Gala No.9, Second Floor, Building No. E/8, Shree Arihant Compound, Reti Bunder Road, Plot No. 1451, Kalher, Thane,
Bhiwandi, Maharashtra, India, 421302. Its corporate identification number is U21001MH2023PTC399095.
Nature of Business
VBPL is incorporated to engage in following business activities as per the main objects mentioned in the Memorandum of
Association:
To engage in the business of importing, trading of food ingredients and online sales of different types of food supplements,
promote, carry on the business of manufactures of and dealers in food ingredients, chemicals, chemical compounds (organic
and inorganic) in all forms, and chemical product of any nature and kind whatsoever, and by products and joint product
thereof.
To engage in carrying on business as importers, exporters, chemical engineers, analytical, chemists, manufacturers of and
dealers in heavy chemicals, acids, alkalies, petrochemicals, chemical, compounds, and chemicals of all kinds (solid, liquid
and gaseous), drugs, medicines, pharmaceuticals, antibiotics, tannins, tannin , extracts, essences, solvents, plastics of all
types, dyestuffs, intermediates, textile auxiliaries, cellophanes, colors, days paints, varnishes, vat and other organic dyestuffs,
chemical auxiliaries, disinfectants, insecticides, fungicides, deodorants, biochemicals and pharmaceutical, medicinal, sizing,
bleaching, photographic and other preparations and articles.
To engage in carrying on the business as manufacture of chemicals, medicines, manures, distillers, dye makers, metallurgists
and electrical and mechanical manufacturing and consulting engineering, rolling stock wagons manufacturers, wharfingers,
warehousemen, barge-owners, forwarding agent, planters, farmers, and sugar merchants and so far as may be deemed
expedient to the business of general merchants.
To engage in manufacturing, buying, selling, importing, exporting, and dealing in chemicals, chemical compounds, chemical
products, acids, alkalies, petrochemicals, chemical medicines, drugs, pharmaceuticals, antibiotics, tannin, tannin extracts,
essences, solvents, plastic of all types, dyes, dye stuff, intermediate, paints, varnishes, disinfectants, insecticides, fungicides,
deodorants, bio-chemicals and sizing, bleaching and photographic materials.
Capital Structure
As on the date of this Prospectus, the authorised share capital of VBPL is ₹ 5,00,000 divided into 50,000 equity shares of ₹
10 each and its issued, subscribed and paid-up share capital is ₹ 1,00,000 divided into 10,000 equity shares of ₹10 each.
Shareholding Pattern
The following table sets forth the details of the shareholding of VBPL, as on the date of this Prospectus:
Sr. Name of the Shareholders Number of equity shares Percentage of total equity
No. of face value ₹10 each shareholding (%)
1. Ankit Shailesh Mehta 100 1.00%
2. Chemkart India Limited 9,900 99.00%
Total 10,000 100.00%
Financial Performance
Following are the details of Financial Performance of Vinstar Biotech Private Limited (VBPL):
236Particulars Turnover (₹ in Lakhs) Net Worth Profit After Tax EBIDTA
Financial Year 2025 Nil (9.96) (10.96) (10.73)
Financial Year 2024 Nil 1.00 Nil Nil
The company was incorporated on March 16, 2023.
As required under the SEBI ICDR Regulations, VBPL shall host the financial information derived from the audited financial
statements for the financial years ended March 31, 2025 and March 31, 2024 on the website of our company i.e.
https://chemkart.com/
There are no accumulated profits or losses of any Subsidiaries that are not accounted for by our Company in the Restated
Consolidated Financial Information.
ASSOCIATE OR JOINT VENTURES OF OUR COMPANY
As on the date of this Prospectus, our Company does not have any joint ventures or associate companies.
ACQUISITION OF BUSINESSES/UNDERTAKINGS, MERGER, AMALGAMATION OR REVALUATION OF
ASSETS IN LAST 10 YEARS
Our Company has not made any material acquisitions or divestments of any business or undertaking and has not undertaken
any mergers, amalgamation or revaluation of assets in the last ten years except that the Company had entered into a Share
Purchase Agreement dated September 01, 2024 with Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta to Purchase
the shareholding of Vinstar Biotech Private Limited and Easy Raw Materials Private Limited as a WOS of our company.
DEFAULTS OR RESCHEDULING/ RESTRUCTURING OF BORROWINGS WITH FINANCIAL
INSTITUTIONS/BANKS
There have been no defaults or rescheduling/restructuring of borrowings with financial institutions/ banks in respect of our
Company’s borrowings from the lenders.
STRATEGIC AND FINANCIAL PARTNERS
As on date of this Prospectus our Company does not have any strategic and financial partners except that one of the WOS of
our Company, ERMPL has entered into technical collaboration agreement with Shriram Institute for Industrial Research
(SRIFIR), The purpose of the Agreement is to establish a collaboration between SRIFIR and ERMPL for the development,
production and formulation of a new nutraceuticals product, utilizing SRIFIR’s Technical Know-How and ERMPL’s
expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs.
DETAILS OF GUARANTEES GIVEN TO THIRD PARTIES BY THE PROMOTERS OFFERING THE EQUITY
SHARES IN OFFER
Except as in the chapter titled, “Financial Indebtedness” on page 300, our Promoters selling shareholders have not provided
guarantees to any third parties as on the date of this Prospectus.
AGREEMENTS WITH KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT PERSONNEL,
DIRECTORS, PROMOTER, OR ANY OTHER EMPLOYEE
Our Key Managerial Personnel or Senior Management Personnel, Director, Promoters, or any other employee have not
entered into any agreement, either by themselves or on behalf of any other person with any shareholder or any third party
with regard to compensation or profit sharing in connection with dealings in the securities of our Company except that the
Company had entered into a Share Purchase Agreement dated September 01, 2024 with Mr. Ankit Shailesh Mehta and Ms.
Parul Shailesh Mehta to Purchase the shareholding of Vinstar Biotech Private Limited and Easy Raw Materials Private
Limited as a WOS of our company.
SHAREHOLDERS AGREEMENTS
There are no subsisting shareholder’s agreements among our shareholders in relation to our Company, to which our Company
is a party or otherwise has notice of the same as on the date of the Prospectus except that the Company had entered into a
Share Purchase Agreement dated September 01, 2024 with Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta to
237Purchase the shareholding of Vinstar Biotech Private Limited and Easy Raw Materials Private Limited as a WOS of our
company. Following are the details of the same:
Transfer details with respect to ERMPL:
Seller Number of Equity Acquirer Price per shares Total % of the
Shares purchased Consideration Shareholding
(₹ in Lakhs) acquired
Mr. Ankit 9,800 Chemkart India 10/- 0.98 98.98%
Shailesh Mehta Limited (formerly
Ms. Parul 100 known as 10/- 0.01 1.01%
Shailesh Mehta Chemkart India
Private Limited)
Total 9,900 99.99%
Transfer details with respect to VBPL:
Seller Number of Acquirer Price per Total % of the
Equity Shares shares Consideration Shareholding
purchased (₹ in Lakhs) acquired
Mr. Ankit 4,900 Chemkart India 10/- 0.49 49.49%
Shailesh Mehta Limited (formerly
Ms. Parul 5,000 known as Chemkart 10/- 0.50 50.50%
Shailesh Mehta India Private Limited)
Total 9,900 99.99%
TIME AND COST OVERRUN IN SETTING UP PROJECTS
Except as disclosed in “Risk Factors – Our projects are exposed to various implementation and other risks, including risks
of time and cost overruns, and uncertainties, which may adversely affect our business, financial condition, results of
operations, and prospects.” on page 31, our Company has not experienced any time or cost overruns in relation to any
projects since incorporation.
LOCK OUTS AND STRIKES
There have been no lock outs or strikes at any of the location of our Company as on the date of this Prospectus.
LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY OR EXIT IN NEW GEOGRAPHIES
For details of launch of key products or services, entry in new geographies or exit from existing markets, locations, please
see chapter titled “Our Business” beginning on page 182 of this Prospectus.
COLLABORATION AGREEMENTS
As on date of this Prospectus, Our Company is not a party to any collaboration agreements except that one of the WOS of
our Company ERMPL has entered into technical collaboration agreement with Shriram Institute for Industrial Research
(SRIFIR), The purpose of the Agreement is to establish a collaboration between SRIFIR and ERMPL for the development,
production and formulation of a new nutraceuticals product, utilizing SRIFIR’s Technical Know-How and ERMPL’s
expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs.
MATERIAL AGREEMENTS
Our Company has not entered into any material agreements with strategic partners, joint venture partners and/or financial
partners, other than in the ordinary course of business of our Company except the following:
1. Company had entered into a Share Purchase Agreement dated September 01, 2024 with Mr. Ankit Shailesh Mehta and
Ms. Parul Shailesh Mehta to Purchase the shareholding of Vinstar Biotech Private Limited and Easy Raw Materials
Private Limited as a WOS of our company.
2. Loan Agreement entered between the Company and ERMPL dated October 03, 2022 wherein our Company had
provided an unsecured loan of ₹ 381.80 Lakhs on demand for the purpose of purchasing a property at JNPA to enter into
238manufacturing business by ERMPL, for further details see chapter titled “Objects of the Offer” beginning on page 99 of
this Prospectus.
3. One of the WOS of our Company ERMPL has entered into technical collaboration agreement with Shriram Institute for
Industrial Research (SRIFIR), The purpose of the Agreement is to establish a collaboration between SRIFIR and ERMPL
for the development, production and formulation of a new nutraceutical products, utilizing SRIFIR’s Technical Know-
How and ERMPL’s expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs.
DETAILS OF GUARANTEES GIVEN TO THIRD PARTIES BY OUR PROMOTERS AND SELLING
SHAREHOLDERS
For details of guarantees given by our Promoters in relation to the credit facilities availed by our Company, see
“Financial Indebtedness” on page 300.
239OUR 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 on the date of this Prospectus, we have Six (06) Directors on our Board, which includes one (1) Chairman & Managing
Director, two (2) as an Executive Directors and three (3) as the Non-Executive Independent Directors, out of which, Board
of Directors comprises of one (1) woman director.
Set forth below, are details regarding our Board as on the date of this Prospectus:
Name, Father’s name, Age, Date of Birth, Date of Appointment/Re Other Directorships
Designation, Address, Occupation, Nationality, appointment
Term and DIN
Name: Mr. Ankit Shailesh Mehta Appointed as First Director • Vinstar Biotech Private
(Executive Director) of the Limited
Father’s Name: Mr. Shailesh Vinodrai Mehta Company on March 06, • Easy Raw Materials
2020 (at the time of Private Limited
Age: 34 years Incorporation). • Profoods Nutrition Private
Limited
Date of Birth: September 10, 1990 Subsequently, re-
designated as Chairman
Designation: Chairman and Managing Director and Managing Director
with effect from November
Address: A/1001 Nandadevi CHS, CTS No 106, 15, 2024 for a period of 3
Prabhat Colony, Road No 8, Near Bhoomi Tower, years.
Santacruz East, Mumbai Suburban Maharashtra – 400
055, India.
Occupation: Salaried
Nationality: Indian
Term: Re-designated as Chairman & Managing
Director for a period of three (03) years with effect
from November 15, 2024, liable to retire by rotation
DIN: 06792217
Name: Ms. Parul Shailesh Mehta Appointed as First Director • Vinstar Biotech Private
(Executive Director) of the Limited
Father’s Name: Late Himatlal Prabhudas Ajmera Company on March 06, • Easy Raw Materials
2020 (at the time of Private Limited
Age: 64 years Incorporation). • Profoods Nutrition Private
Limited
Date of Birth: February 06, 1961
Designation: Executive Director
Address: A/1001 Nandadevi CHS, CTS 106, Prabhat
Colony, Road No 8, Near Bhoomi Tower, Santacruz
East, Mumbai Suburban Maharashtra – 400 055, India.
Occupation: Business
Nationality: Indian
240Name, Father’s name, Age, Date of Birth, Date of Appointment/Re Other Directorships
Designation, Address, Occupation, Nationality, appointment
Term and DIN
Term: Appointed as First Director (Executive
Director) of the Company on March 06, 2020 (at the
time of Incorporation).
DIN: 08718563
Name: Mr. Shailesh Vinodrai Mehta Appointed as an Additional Nil
Director (Non-Executive)
Father’s Name: Late Vinodrai Panachand Mehta with effect from July 04,
2024.
Age: 66 years
Date of Birth: November 18, 1958
Subsequently, regularized
Designation: Executive Director his appointment as an
Executive Director in the
Address: A/1001 Nandadevi CHS, 10thFloor, CTS No subsequent Annual General
106, Prabhat Colony, Road No.8, Nr. Yatri Hotel, Meeting held on
Santacruz East, Mumbai, Maharashtra – 400055, India. September 30, 2024.
Occupation: Business
Nationality: Indian
Term: Re-designated as an Executive Director in the
subsequent Annual General Meeting held on
September 30, 2024.
DIN: 10563871
Name: Mr. Rajesh Kalro Appointed as Non- Nil
Executive Independent
Father’s Name: Mr. V R Kalro Director of the Company
on January 13, 2025 for a
Age: 44 years term of 3 years.
Date of Birth: May 09, 1981
Designation: Non-Executive Independent Director
Address: B-1803, Fountain Height, Lokhandwala
Complex, Akurli Road, Opp Mahindra Gate No. 4,
Kandivali East, Mumbai – 400 101, Maharashtra,
India.
Occupation: Professional
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director of the Company on January 13, 2025 for a
term of 3 years.
DIN: 05288562
Name: Mr. Anirudh Ruia Appointed as Non- • Picturepost Studios
Executive Independent Limited
Father’s Name: Mr. Brijkishore Kamalnayan Ruia Director of the Company
241Name, Father’s name, Age, Date of Birth, Date of Appointment/Re Other Directorships
Designation, Address, Occupation, Nationality, appointment
Term and DIN
Age: 34 years on November 15, 2024 for
a term of 3 years.
Date of Birth: October 06, 1990
Designation: Non-Executive Independent Director
Address: Ruia House, 75 Juhu Lane, Andheri West,
Mumbai, Maharashtra – 400058, India.
Occupation: Service
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director of the Company on November 15, 2024 for a
term of 3 years.
DIN: 10421244
Name: Mr. Abhishek Kamdar Appointed as Non- • Blue Chip Tex Industries
Executive Independent Limited
Father’s Name: Mr. Sunil Jashwant Kamdar Director of the Company • Auto Hangar Advantage
on January 13, 2025 for a Private Limited
Age: 35 years term of 3 years. • Casablanca Outsourcing
LLP
Date of Birth: June 20, 1990 • Value Plus Advisors LLP
Designation: Non-Executive Independent Director
Address: 29/5 Swadhin Sadan 50, C Road Near
Wankhede Stadium, Churchgate, Mumbai – 400020,
Maharashtra, India.
Occupation: Professional
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director of the Company on January 13, 2025 for a
term of 3 years.
DIN: 06422005
BRIEF PROFILE OF OUR DIRECTORS
Mr. Ankit Shailesh Mehta, aged 34 years, is one of the Promoter, Chairman and Managing Director of our Company. He
holds a bachelor’s degree in Technology (Chemical Engineering) from Mukesh Patel School of Technology Management &
Engineering. He also holds a Master’s degree in business administration in Technology Management from Mukesh Patel
School of Technology Management & Engineering. He is associated with Tuvan Enterprises LLP as the Designated Partner
from February, 2014, he has contributed in toy production and distribution. He was associated with Robotrix Technologies
LLP as Designated Partner from October 31, 2014 to June 30, 2018, he was leader in handling key responsibilities,
contributing to the growth of the LLP in toy industry. Currently, he is associated with Profoods Nutrition Private Limited
since May 18, 2020 as the Founder, First Director and Subscriber to Memorandum of Association of the Company and is
responsible for strategic leadership, synergy creation, team collaboration and innovation in the product dealings and overall
business operations in re-packing of health supplements in smaller quantities. He is also associated with Easy Raw Materials
Private Limited since December 14, 2020 as the First Director and Subscriber to Memorandum of Association of the
Company and has shown leadership in cross functional teams across group companies and has implemented innovative
business models and is looking after overall business operations in the nutraceutical and health supplement industry, he also
242intends to enter the manufacturing of nutraceutical products through Easy Raw Materials Private Limited being Wholly-
Owned Subsidiary of our Company. He was also associated with Moksha Lifecare Private Limited as an Additional Director
from December, 2022 to July, 2024, he was responsible for strategic growth and operational efficiency in food supplements.
Currently, he is also associated with Vinstar Biotech Private Limited since March 16, 2023 as First Director and Subscriber
to Memorandum of Association of the Company and is responsible for strategic leadership, operational Management,
Business collaboration, Product and Service Development, Market expansion and overall business operations in the health
supplementary industry. He was appointed as the first Executive Director of our Company from the time of Company’s
Incorporation since March 06, 2020 and subsequently was re-designated as the Chairman and Managing Director with effect
from November 15, 2024 and he is the subscriber to memorandum of association and a Shareholder in our Company and in
Profoods Nutrition Private Limited, Vinstar Biotech Private Limited and Easy Raw Materials Private Limited. He is
responsible for managing our company’s strategic direction, ensuring sustained growth and operational efficiency in
nutraceutical industry. He has 11 years of work experience in toy production including 4 years of work experience in the
nutraceutical Industry in which our Company operates.
Ms. Parul Shailesh Mehta, aged 64 years, is one of the Promoter and Executive Director of our company. She holds a
bachelor’s degree in Science (Special) from Bhavnagar University. She has also been awarded a certificate in Medical
Laboratory Technology from Tuberculosis Research centre of K. J. Mehta T. B. Hospital, Amargadh. She is associated with
M/s. Chemkart (sole proprietorship) from October 2015 till now and she is handling the overall business operations which
includes procurement, sales, logistics, quality check and compliances in nutraceutical industry. She is associated with
Profoods Nutrition Private Limited since May 18, 2020 as the First Director and Subscriber to Memorandum of Association
of the Company and is responsible for brand strategy, Partnership development, resource optimization, product line
expansion for health focused product lines. She is also associated with Easy Raw Materials Private Limited since January
30, 2023 as the Director of the Company and is responsible for strategic marketing leadership and supplier and client
engagement in the nutraceutical and health supplement sector. She is also associated with Vinstar Biotech Private Limited
since March 16, 2023 as the First Director and subscriber to Memorandum of Association and is responsible for innovative
marketing leadership, brand building and visibility, partnership development and check market trend and take insights on
the same in the health supplement industry. She was appointed as the first Director (Executive Director) of our Company
from the time of Company’s Incorporation since March 06, 2020 and she is the subscriber to memorandum of association in
our Company. She has 9 years of experience in the nutraceutical industry in which our company operates. In our Company
she is responsible for strategic market leadership, business expansion initiatives etc. in nutraceutical and food supplement
sector.
Mr. Shailesh Vinodrai Mehta, aged 66 years, is one of the Promoter and Executive Director of our Company. He holds a
bachelor’s degree in commerce from University of Bombay. He is associated with Chemical Scientific Centre (formerly
known as Atul Chemicals), a Proprietorship concern which is in the business of chemical sector since 2007. He is responsible
for overall growth of proprietorship in chemical sector and is responsible for business expansion, strategic growth, quality
check and operational management. He was appointed as an additional director on the Board of our Company on July 04,
2024 and regularised as an Executive Director with effect from September 30, 2024. He has 17 years of work experience in
chemical sector which includes 6 months of experience in nutraceutical and food supplement sector.
Mr. Rajesh Kalro, aged 44 years, is the Non-Executive Independent Director of our Company. He holds a bachelor’s degree
in Science from D. G. Ruparel College of Arts, Science and Commerce. Further he has completed Post Graduate Diploma
in Business Administration from Indian Education Society’s Management College, Mumbai. He was associated with Adlabs
Films Limited as a Management Trainee – Finance from March 2006 to March 2007, he was also associated with CRISIL
Limited as an Executive Analyst from May 2007 to September 2008, he was also associated with Mahindra & Mahindra
Limited as the Finance Manager, Mahindra 2-Wheeler Sector from September 2008 to March 2011, He was also associated
with Imagicaaworld Entertainment Limited from March 2011 to June 2017 as Vice President – Accounts and Finance.
Further he was also associated with Mumbai Mantra Media Limited from July 2017 to March 2021 as Vice President -
Finance, He was also associated with Cinestaan Digital Private Limited and Cinestaan Film Company Private limited for
providing consultancy services related to finance w.e.f. July, 2017 to December, 2022. He is also associated with Buxaout
Advisory LLP since January 2023 and is still in association. He has been appointed as the Non-Executive Independent
Director in our Company w.e.f. January 13, 2025 for a term of 3 years. He has a total experience of 17 years in the fields of
Finance.
Mr. Anirudh Ruia, aged 34 years, is the Non-Executive Independent Director of our Company. He holds Bachelor’s degree
in Financial Markets from University of Mumbai. In his previous and current stint, he is associated with Madhav Motor
Stores Private Limited from April 2014 and looks after overall affairs of the Business of the Company. He has a total
experience of 10 years in Petrochem industry, He has been appointed as the Non-executive Independent Director in
Picturepost Studios Limited with effect from January 24, 2024. He has been appointed as the Non-Executive Independent
Director in our Company w.e.f. November 15, 2024 for a term of 3 years.
243Mr. Abhishek Kamdar, aged 35 years, is the Non-Executive Independent Director of our Company. He holds Bachelor’s
of Engineering degree from University of Mumbai and holds Post Graduate in Management from The Indian school of
Business. In his previous stint he was associated with Rothschild (India) Private Limited as an intern in Global Financial
Advisory Division from June 2012 to April 2014. He is also appointed as director in Auto Hanger Advantage Private Limited
and handles operations and strategies to expand the business and he is also as an independent director in Blue Chip Tex
Industries Limited since 2022 and he is also serving as a Chairman of Audit Committee and Stakeholders Relationship
Committee in the Company and still is in association. He is also associated with Casablanca Outsourcing LLP from
November 2012 to December 2015 as a Designated Partner and was re-appointed since April 2023 and still is in association,
he is responsible for mutual fund distribution and wealth management, marketing and operations and also serving as a
Designated Partner in Value Plus Advisors LLP from April 2014 to December 2015 and was re-appointed since August 2016
and is still in association, he is responsible for areas of strategies, operations, Human Resource and Finance. He has been
appointed as the Non-Executive Independent Director in our Company w.e.f. January 13, 2025 for a term of 3 years.
CONFIRMATIONS
As on the date of this Prospectus:
• None of the Directors of our Company are related to each other as per Section 2(77) of the Companies Act, 2013, except for
that:
Ms. Parul Shailesh Mehta and Mr. Ankit Shailesh Mehta are Mother and Son.
Mr. Shailesh Vinodrai Mehta and Ms. Parul Shailesh Mehta are Husband and Wife.
Mr. Shailesh Vinodrai Mehta and Mr. Ankit Shailesh Mehta are Father and Son.
• 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 wilful 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.
• There are none of the Directors on the Board appointed as the Nominee Director.
DETAILS OF BORROWING POWERS
Pursuant to a Special Resolution passed at an Extra-Ordinary General Meeting of our Company held on January 16, 2025
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 ₹ 20,000.00 Lakhs.
244REMUNERATION OF OUR DIRECTORS
Mr. Ankit Shailesh Mehta
Mr. Ankit Shailesh Mehta was appointed as First Director (Executive Director) of the Company on March 06, 2020 (at the
time of Incorporation). Pursuant to a resolution passed by the Board of Directors at the meeting held on November 15, 2024
and approved by the Shareholders of our Company at the Extra-Ordinary General Meeting held on November 15, 2024 at
shorter notice, Mr. Ankit Shailesh Mehta was re-designated as the Chairman and Managing Director of our Company for a
period of three (03) years with effect from November 15, 2024 along with the terms of remuneration, in accordance with
Sections 196, 197, 198, 203 and Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder. The terms and conditions approved by the Board of Directors and the Shareholders have been
summarised below:
Basic Salary ₹ 3.00 lakhs per month
Perquisites He will be entitled to furnished/non-furnished accommodation or house rent allowance for an amount
not exceeding ₹ 1,00,000/- (Rupees One Lakhs Only) per month and gas, electricity, medical
reimbursement, leave travel concession for self and family, club fees, personal accident insurance,
Company’s maintained car, telephone and such other perquisites in accordance with the Company’s
policy.
Minimum The remuneration payable to the Managing Director shall not exceed the limits specified in Schedule
Remuneration V of the Companies Act 2013. Further, pursuant to the provisions of Section 197(3) and other
applicable provisions, if any, of the Companies Act 2013 and the rules framed thereunder, where in
any financial year during the period of the office of the Managing Director, if the Company has no
profits or its profits are inadequate, our Company may pay Mr. Ankit Shailesh Mehta, remuneration
not exceeding ₹ 3.00 lakhs by way of salary, allowance & perquisites within limits prescribed under
Schedule V of the Companies Act. 2013. However, the overall managerial remuneration payable to
the Managing Director and Whole Time Director/Executive Director(s) shall not exceed the maximum
limits i.e. ten percent (10%) of the net profits of our Company as laid down in Section 197 (1) of the
Companies Act 2013.
In Fiscal 2025, he received an aggregate remuneration of ₹ 36.00 Lakhs.
Ms. Parul Shailesh Mehta
Ms. Parul Shailesh Mehta was appointed as the First Director (Executive Director) at the time of Incorporation of the
Company dated March 06, 2020. Her Remuneration was fixed Pursuant to a resolution passed by the Board of Directors at
the meeting held on May 31, 2024 in accordance with the relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder. The terms and conditions approved by the Board of Directors have been summarised below:
Remuneration ₹ 3.00 lakhs per month
In Fiscal 2025, she received an aggregate remuneration of ₹ 36.00 Lakhs.
Mr. Shailesh Vinodrai Mehta
Mr. Shailesh Vinodrai Mehta was appointed as an Additional Director (Non-Executive Director) of the Company pursuant
to a Board resolution dated July 04, 2024 and subsequently his appointment was regularized as an Executive Director in the
subsequent Annual General Meeting held on September 30, 2024. His Remuneration was fixed Pursuant to a resolution
passed by the Board of Directors at the meeting held on September 30, 2024 in accordance with the relevant provisions of
the Companies Act, 2013 read with the rules prescribed thereunder. The terms and conditions approved by the Board of
Directors have been summarised below:
Remuneration ₹ 1.50 lakhs per month
In Fiscal 2025, he received an aggregate remuneration of ₹ 13.50 Lakhs.
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 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
245under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, for
the time being in force).
SITTING FEES
Pursuant to the Resolution passed by the Board of Directors of our Company on December 18, 2024, the Independent
Directors of our Company would be entitled to a sitting fee of ₹ 5,000/- with effect from December 18, 2024 for attending
every meeting of Board and committees thereof.
PAYMENT OF BENEFITS (NON-SALARY RELATED)
Except as disclosed in this Prospectus, no amount or benefit has been paid or given within the two preceding years or is
intended to be paid or given to any of the Executive Directors except the normal remuneration for services rendered as a
Director of our Company.
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 our Directors are a party to any bonus or profit-sharing plan.
REMUNERATION PAID TO OUR DIRECTORS BY OUR SUBSIDIARY
No remuneration is being paid to our Directors by our Subsidiary Companies.
LOANS TO DIRECTORS
There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of this
Prospectus.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
Except as stated below, none of our directors hold any Equity Shares of our Company as on the date of filing of this
Prospectus:
Sr. Name of Director Number of Equity Shares % of the pre-Offer Equity
No. Share Capital
1) Mr . Ankit Shailesh Mehta 47,49,465 50.00%
2) Ms . Parul Shailesh Mehta 47,49,500 50.00%
3) Mr . Shailesh Vinodrai Mehta 7 Negligible
Total 94,98,972 100.00%
Our Articles of Association do not require our directors to hold any qualification Equity Shares in the Company.
SHAREHOLDING OF OUR DIRECTORS IN OUR SUBSIDIARIES
Except for 100 equity shares held by Mr. Ankit Shailesh Mehta in Easy Raw Materials Private Limited and Vinstar Biotech
Private Limited in each of the subsidiaries as a shareholder, none of our directors hold any shares in the Subsidiaries of our
Company.
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 Offer and any dividend and other distributions payable in respect of such Equity Shares. For the shareholding
246of the Directors, please refer chapter titled “Our Management – Shareholding Of The Key Management Personnel And
Senior Management” on page 254 of this Prospectus.
Except for the two of the Promoters, Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta who are also interested in our
Wholly Owned Subsidiary Companies, ERMPL and in our promoter group entities and group companies, Profoods Nutrition
Private Limited and Moksha Lifecare Private Limited to the extent of Directorship and/or Shareholding, who are into same
line of business activities of nutraceutical industry, none of the other Directors are interested in the other Companies with
similar businesses.
Further, relatives of certain of our directors are also shareholders of our Company and may be deemed to be interested to the
extent of the dividends declared on the Equity Shares held by them, if any. For further details, see “Restated Financial
Statements – Annexure IX - Related Party Transactions” on page 265 of this Prospectus.
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 “Our Properties” under the chapter titled “Our Business”, beginning on page 220 of
this 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, if any.
Except as stated in “Restated Financial Information – Related Party Transactions” from the chapter titled “Restated
Financial Information” on Page No. 265 of this Prospectus, our directors do not have any other interest in the business of
our Company.
Except Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta, who are the Promoters of
our Company, none of the other Directors are interested in the promotion of our Company.
CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS
Date of
Sr. Appointment /
Name of the Director Reason for Change
No. Change in
designation
1. Mr. Shailesh Vinodrai Mehta July 04, 2024 Appointed as an Additional Director (Non-Executive)
2. Mr. Shailesh Vinodrai Mehta September 30, 2024 Regularized as an Executive Director
Mr. Ankit Shailesh Mehta November 15, 2024 Re-designated from Executive Director to Chairman
3.
& Managing Director
Mr. Mukesh Kumar Rathi November 15, 2024 Appointed as the Non-Executive Independent
4.
Director
Mr. Anirudh Ruia November 15, 2024 Appointed as the Non-Executive Independent
5.
Director
Mr. Suraj Sharma November 15, 2024 Appointed as the Non-Executive Independent
6.
Director
7. Mr. Mukesh Kumar Rathi January 13, 2025 Resigned as the Non-Executive Independent Director
8. Mr. Suraj Sharma January 13, 2025 Resigned as the Non-Executive Independent Director
Mr. Rajesh Kalro January 13, 2025 Appointed as the Non-Executive Independent
9.
Director
Mr. Abhishek Kamdar January 13, 2025 Appointed as the Non-Executive Independent
10.
Director
CORPORATE 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.
247Our 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 date of this Prospectus, we have six (06) Directors on our Board, which includes one (1) Chairman & Managing
Director, two (2) Executive Directors, and three (3) Non-Executive Independent Directors. Out of which board of directors
comprises of one (1) woman director.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors presently has four (4) committees which have been 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) Corporate Social Responsibility Committee.
Audit Committee:
Our Board has constituted the Audit Committee vide Board Resolution dated January 13, 2025 which was in accordance
with Section 177 of the Companies Act, 2013. The audit committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Mr. Rajesh Kalro Non-Executive Independent Director Chairman
Mr. Anirudh Ruia Non-Executive Independent Director Member
Mr. Ankit Shailesh Mehta Chairman and Managing Director Member
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.
The role of Audit Committee shall include but shall not be restricted to the following:
1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory
auditor and the fixation of audit fees;
3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular
reference to:
(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms
of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f) Disclosure of any related party transactions;
(g) Qualifications in the draft audit report;
5. Reviewing with the management the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses/application of funds raised through an offer (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice
and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter;
2487. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control
systems;
9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
10. Discussion with internal auditors any significant findings and follow up there on;
11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
14. To review the functioning of the Whistle Blower mechanism;
15. Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;
16. Approval or any subsequent modification of transactions of the company with related parties;
17. Scrutiny of inter-corporate loans and investments;
18. Valuation of undertakings or assets of the Company, whenever it is necessary;
19. Evaluation of internal financial controls and risk management systems;
20. Review of management discussion and analysis report, management letters issued by the statutory auditors, etc;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
22. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/
investments existing as on the date of coming into force of this provision; and
23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc.,
on the listed entity and its shareholders.
Explanation (i): The term “related party transactions” shall have the same meaning as contained in the Ind AS 24, Related
Party Transactions, issued by The Institute of Chartered Accountants of India.
Explanation (ii): If the issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit
committee shall have such additional functions / features as is contained in this clause.
The Audit Committee enjoys following powers:
(i) To investigate any activity within its terms of reference.
(ii) To seek information from any employee.
(iii) To obtain outside legal or other professional advice.
(iv) To secure attendance of outsiders with relevant expertise if it considers necessary.
The Audit Committee shall mandatorily review the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
(iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
249(iv) Internal audit reports relating to internal control weaknesses; and
(v) The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit
Committee.
(vi) statement of deviations: (a) quarterly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation
32(1) of the SEBI LODR Regulations; and (b) annual statement of funds utilized for purposes other than those stated in
the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI LODR Regulations.
The recommendations of the Audit Committee on any matter relating to financial management, including the audit report,
are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for
disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the
shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.
Meeting of Audit Committee and Relevant Quorum
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 meetings. The quorum for audit committee meeting shall either be two members or one third of the members
of the audit committee, whichever is greater, with at least two independent directors.
Stakeholders’ Relationship Committee
Our Board has constituted the Stakeholders’ Relationship Committee vide Board Resolution dated January 13, 2025 pursuant
to Section 178 of the Companies Act, 2013. The Stakeholder’s Relationship Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Mr. Anirudh Ruia Non-Executive Independent Director Chairman
Mr. Abhishek Kamdar Non-Executive Independent Director Member
Ms. Parul Shailesh Mehta Executive Director Member
The Company Secretary of the Company will act as the Secretary of the Committee.
This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:
1. 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;
2. review of measures taken for effective exercise of voting rights by shareholders;
3. review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar
and share transfer agent;
4. 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;
5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from
shareholders from time to time;
6. approve, register, refuse to register transfer or transmission of shares and other securities;
7. sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
8. allotment and listing of shares;
9. authorise affixation of common seal of the Company;
10. issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the
Company;
11. approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
25012. dematerialize or rematerialize the issued shares;
13. ensure proper and timely attendance and redressal of investor queries and grievances;
14. carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements
(if applicable), as and when amended from time to time; and
15. further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s),
or agent(s).
Meeting of Stakeholders’ Relationship Committee and Relevant Quorum
The stakeholders’ Relationship committee shall meet at least four times in a year and shall report to the Board of Directors
on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The
quorum for a meeting of the Stakeholder’s Relationship Committee shall be two members present.
Nomination and Remuneration Committee
Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated January 13, 2025
pursuant to section 178 of the Companies Act, 2013.
The Nomination and Remuneration Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Mr. Abhishek Kamdar Non-Executive Independent Director Chairman
Mr. Anirudh Ruia Non-Executive Independent Director Member
Mr. Rajesh Kalro Non-Executive Independent 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. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance
of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates.
3. formulation of criteria for evaluation of Independent Directors and the Board;
4. devising a policy on Board diversity;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down, and recommend to the Board their appointment and removal;
6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors; and
7. recommend to the board, all remuneration, in whatever form, payable to senior management.
Meeting of Nomination and Remuneration Committee and Relevant Quorum
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members. The Committee
shall meet as and when required.
251Corporate Social Responsibility Committee
Our Board has constituted the Corporate Social Responsibility Committee vide Board Resolution dated January 13, 2025
pursuant to section 135 of the Companies Act, 2013.
The Corporate Social Responsibility Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Mr. Ankit Shailesh Mehta Chairman and Managing Director Chairman
Ms. Parul Shailesh Mehta Executive Director Member
Mr. Abhishek Kamdar Non-Executive Independent Director Member
The scope of Corporate Social Responsibility Committee shall include but shall not be restricted to the following:
1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the
Company as per the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;
3. To monitor the CSR policy of the Company from time to time; and
4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be
directed by the Board of Directors from time to time.
Meeting of Corporate Social Responsibility Committee and Relevant Quorum
The quorum necessary for a meeting of the Corporate Social Responsibility Committee shall be two members or one third
of the members of the committee whichever is greater. The Committee shall meet at least once in a year.
POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING
The provisions of Regulation 9(1) of the SEBI PIT Regulations will be applicable to our Company immediately upon the
listing of its Equity Shares on the BSE SME platform. We shall comply with the requirements of the SEBI PIT Regulations
on listing of Equity Shares on stock exchange. Further, Board of Directors have formulated and adopted the code of conduct
to regulate, monitor and report trading by its employees and other connected persons. The Company Secretary & Compliance
Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation
of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the board.
ORGANIZATIONAL STRUCTURE
Board of
Directors
Mr. Ankit Shailesh Ms. Parul Mr. Shailesh
Mehta Shailesh Mehta Vinodrai Mehta Independent
(Chairman and (Executive (Executive Directors
Managinig Director) Director) Director)
Mr. Basavaraj Ms. Mr. Ms. Ritika
Shankar Ramdulari Mohammad Vishwas Mr. Rajesh Mr. Anirudh Mr. Abhishek
Dalawai Saini Asim Siddiqui Tarate Kalro Ruia Kamdar
(CFO) (CS) (SMP) (SMP)
KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our 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:
252Key Managerial Personnel of our Company:
Mr. Ankit Shailesh Mehta is the Chairman & Managing Director of our Company, for detailed profile, see para, “Our
Management -Brief Profile of our Directors” on page 242 of this Prospectus.
Mr. Basavaraj Shankar Dalawai, aged 33 years, is the Chief Financial Officer of our Company. He holds a bachelor’s
degree in Business Administration from Shivaji University, Kolhapur and a master’s degree in Business Administration from
Shivaji University, Kolhapur. In his previous stint, he was associated with Geometry Design services from May 2017 to
September 2018 as a Junior Accounts Head. He has been associated with our Company since October 2018 as an Assistant
Manager – Accounts and was promoted to the position of a Chief Financial Officer with effect from November 15, 2024. He
has total 7 years of experience in the field of Accounts and finance and has received ₹ 5.73 Lakhs remuneration for the Fiscal
year 2025.
Ms. Ramdulari Saini, aged 35 years, is the Company Secretary and Compliance Officer of our Company. She has completed
Bachelor’s degree in Commerce from University of Rajasthan and Master’s degree in Commerce from University of
Rajasthan. She has completed Company Secretary Course from Institute of Company Secretaries of India. she is an Associate
member of the Institute of Company Secretaries of India. In her previous stint, she was associated with Harmony Capital
Services Limited as a Company Secretary and Compliance Officer from June 2019 to May 2023 and was responsible for
ensuring compliances and corporate governance of the organization. She has a total work experience of 4 years in the
secretarial and compliance related field. She has been associated with our Company as a Company Secretary with effect
from September 01, 2024 and designated as a Compliance officer with effect from January 13, 2025 and she has not received
remuneration for fiscal year 2024, however, she has received ₹ 1.75 Lakhs remuneration for the Fiscal 2025.
Senior Management 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 Prospectus are set forth below:
Mr. Mohammad Asim Siddiqui, aged 37 years, is a manager – Accounts & finance of our Company. He has completed
Bachelor’s degree in Commerce from University of Mumbai. He has also completed Master’s Program in Business
Administration (MBA) from Indian School of Business Management & Administration. In his previous stint, he was
associated with N G Rao Associates as Accounts Assistant from August 2008 to October 2011, he was also associated with
Sanghavi Electronics Private Limited from November 2011 to February 2016 as Senior Executive- Accounts and Finance,
he was also associated with Mettler Toledo India Private Limited as Accounts Executive from March 2016 to December
2017. He was further associated with Foss India Private Limited from March 2018 to May 2024 as a Deputy Manager –
Accounts & Taxation. He was also associated with Hinduja Global Solutions Limited from May 2024 to October 2024 as a
Manager Internal F & A. He has a total work experience of 15 years in the field of Accounts and Finance. He was appointed
as the Manager – Accounts & finance of our Company on November 04, 2024 and was re-designated as a Senior Management
Personnel with effect from December 18, 2024. He has received salary of ₹ 4.82 Lakhs in Fiscal year 2025.
Ms. Ritika Vishwas Tarate, aged 31 years, is a Senior Executive – Business Development of our Company. She holds B.
Pharmacy degree from Savitribai Phule Pune University. She also holds Master’s in Business Administration degree from
Amity University, Uttar Pradesh. In her previous stint she was associated with Synapse Labs Private Limited as an Associate
– Project Management from August 2016 to December 2019, she was also associated with Turacoz Healthcare Solutions
Private Limited from June 2022 to August 2023 as an Associate – Project Management. She was also associated with
ProadWise Communications from October 2023 to July 2024 as Manager – Business excellence. She has a total work
experience of 5 years in the field of Business Development. She was appointed as the Senior Executive – Business
Development of our Company on August 01, 2024. She was re-designated as the Senior Management Personnel on December
18, 2024. She has received salary of ₹ 3.40 Lakhs in Fiscal year 2025.
STATUS OF OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All our Key Managerial Personnel and senior management are permanent employees of our Company.
RELATIONSHIP BETWEEN OUR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
None of our directors are related to each other or to our Key Managerial Personnel and Senior Management. Except for the
following:
253Ms. Parul Shailesh Mehta and Mr. Ankit Shailesh Mehta are Mother and Son.
Mr. Shailesh Vinodrai Mehta and Ms. Parul Shailesh Mehta are Husband and Wife.
Mr. Shailesh Vinodrai Mehta and Mr. Ankit Shailesh Mehta are Father and Son.
SHAREHOLDING OF THE KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT
Except for the following, none of our KMPs or senior management hold any shares of our Company as on the date of this
Prospectus.
Sr. Name of the Director Designation No. of Equity Percentage of Pre-
No. Shares Offer Capital (%)
1. Mr. Ankit Shailesh Mehta Chairman & Managing Director 47,49,465 50.00%
SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Key Managerial Personnel or Senior Management 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 MANAGEMENT
None of our Key Management Personnel or Senior Management 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 Management 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 management have been selected as the Key Managerial Personnel or senior
management of our Company.
BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGEMENT PERSONNEL AND SENIOR
MANAGEMENT
There are no profit-sharing plan or performance linked bonus for the Key Managerial Personnel or senior management.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT
There is no contingent or deferred compensation payable to our Key Managerial Personnel and senior management, which
form part of their remuneration.
EMPLOYEE SHARE PURCHASE, EMPLOYEE STOCK OPTION PLAN AND STOCK APPRECIATION RIGHT
Our Company does not have an employee share purchases, employee stock option and stock appreciation right scheme as on
the date of this Prospectus.
PAYMENT OR BENEFIT TO OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
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 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 MANAGEMENT IN THE LAST THREE
YEARS FROM THE DATE OF FILING OF THIS PROSPECTUS
The changes in our Key Managerial Personnel and Senior Management during the three years immediately preceding the
date of filing of this Prospectus are set forth below:
Sr. Name of the Director Date of Reason for Change
No. Appointment /
254Change in
designation
1. Ms. Ramdulari Saini January 13, 2025 Appointed as Compliance Officer
2. Mr. Mohammad Asim Siddiqui December 18, 2024 Re-designated as the Senior Management Officer
3. Ms. Ritika Vishwas Tarate December 18, 2024 Re-designated as the Senior Management Officer
4. Mr. Basavaraj Shankar Dalawai November 15, 2024 Re-designated as the Chief Financial Officer of the
Company
5. Mr. Ankit Shailesh Mehta November 15, 2024 Re-designated from Executive Director to Chairman
& Managing Director
6. Mr. Mohammad Asim Siddiqui November 04, 2024 Appointed as Manager – Accounts and Finance
7. Ms. Ramdulari Saini September 01, 2024 Appointed as the Company Secretary
8. Ms. Ritika Vishwas Tarate August 01, 2024 Senior Executive – Business Development
9. Ms. Jagriti Mishra May 31, 2024 Resigned as the Whole-Time Company Secretary
10. Ms. Jagriti Mishra March 01, 2024 Appointed as the Whole-Time Company Secretary
255OUR PROMOTERS AND PROMOTER GROUP
As on the date of this Prospectus, Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta
holds 94,98,972 Equity Shares which constitute 100.00% of the issued and paid-up Equity Share capital of our Company.
Our Promoters and Promoter Group will continue to hold the majority of our post- Offer paid-up equity share capital of our
Company.
The details of our Promoters are as under:
Mr. Ankit Shailesh Mehta
Mr. Ankit Shailesh Mehta, aged 34 years, is the Promoter, Chairman
and Managing Director of our Company.
Date of Birth: September 10, 1990
Nationality: Indian
PAN: AQFPM6813L
Residential Address: A/1001 Nandadevi CHS, CTS No 106, Prabhat
Colony, Road No 8, Near Bhoomi Tower, Santacruz East, Mumbai
Suburban, Maharashtra – 400 055, India.
Other Interests:
a) Profoods Nutrition Private Limited
b) Easy Raw Materials Private Limited
c) Vinstar Biotech Private Limited
d) Moksha Lifecare Private Limited
e) Tuvan Enterprises LLP*
f) Robotrix Technologies LLP#
For his complete profile along with the details of his educational
qualifications, professional experience, position/posts held in the past,
directorships held, special achievements and business and financial
activities, see “Our Management” on page 240 of this Prospectus.
Ms. Parul Shailesh Mehta
Ms. Parul Shailesh Mehta, aged 64 years, is the Promoter and Executive
Director of our Company.
Date of Birth: February 06, 1961
Nationality: Indian
PAN: ADFPA9422N
Residential Address: A/1001 Nandadevi CHS, CTS 106, Prabhat
Colony, Road No 8, Near Bhoomi Tower, Santacruz East, Mumbai
Suburban Maharashtra – 400 055, India.
Other Interests:
1. Profoods Nutrition Private Limited
2. Easy Raw Materials Private Limited
3. Vinstar Biotech Private Limited
4. M/s. Chemkart (Proprietor of Ms. Parul Shailesh Mehta)
For her complete profile along with the details of her educational
qualifications, professional experience, position/posts held in the past,
directorships held, special achievements and business and financial
activities, see “Our Management” on page 240 of this Prospectus.
Mr. Shailesh Vinodrai Mehta
256Mr. Shailesh Vinodrai Mehta, aged 66 years, is the Promoter and
Executive Director of our Company.
Date of Birth: November 18, 1958
Nationality: Indian
PAN: AABPM2251N
Residential Address: A/1001 Nandadevi CHS, 10thFloor, CTS No 106,
Prabhat Colony, Road No.8, Nr. Yatri Hotel, Santacruz East, Mumbai,
Maharashtra – 400055, India.
Other Interests:
1. M/s. Chemical Scientific Centre (formerly known as M/s. Atul
Chemicals) (Proprietor of Mr. Shailesh Vinodrai Mehta)
For his complete profile along with the details of his educational
qualifications, professional experience, position/posts held in the past,
directorships held, special achievements and business and financial
activities, see “Our Management” on page 240 of this Prospectus.
*As on the date of this Prospectus, Tuvan Enterprises LLP is strike off.
#Kindly note that Mr. Ankit Shailesh Mehta was a Designated Partner at Robotrix Technologies LLP which is struck off
w.e.f. May 31, 2018 by Registrar of Companies, Maharashtra, Mumbai.
DECLARATION
a) We confirm that the Permanent Account Number, Bank Account number, Passport number, Driving License Number,
Aadhaar Card number of our Promoters have been submitted to the Stock Exchange at the time of filing of the Prospectus
with the Stock Exchange. One of our Promoters, Ms. Parul Shailesh Mehta has confirmed that she is not holding Driving
License as on the date of this Prospectus.
b) Present Promoters of Our Company are Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai
Mehta. Initial subscribers to the MoA of our Company were Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta. For
details of the shareholding acquired by the current promoters of our Company refer the capital build-up of our Promoters
under chapter “Capital Structure” beginning on page 87 of this Prospectus.
c) None of our Promoters 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 or
• 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 stock exchange or regulatory authority in the past one year in
respect of our Promoters, Group Company and Company promoted by the promoters 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 Promoters, Group Company and Company promoted by the promoters during the past three
years.
d) None of our Promoters and Promoter group has been declared as “Fraudulent Borrowers” by the lending banks or financial
institutions or consortium, in terms of RBI Circular dated July 01, 2016.
e) 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.
257f) The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group company and
Company promoted by the Promoters are disclosed in chapter titled “Outstanding Litigations and Material Developments”
beginning on page 318 of this Prospectus.
CHANGE IN CONTROL OF OUR COMPANY
There has not been any change in the control of our Company in the five years immediately preceding the date of this
Prospectus.
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
Our Promoters Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta do not have direct
experience in the proposed manufacturing activity to be conducted by our wholly owned subsidiary namely Easy Raw
Materials Private Limited. The promoters and directors of ERMPL have conducted extensive market research, industry
analysis, and engaged with experts to gain a fundamental understanding of the dynamics, challenges, and opportunities within
this sector and for this purpose ERMPL has entered into technical collaboration agreement with Shriram Institute for
Industrial Research (SRIFIR), The purpose of the Agreement is to establish a collaboration between SRIFIR and ERMPL
for the development, production and formulation of a new nutraceuticals product, utilizing SRIFIR’s Technical Know-How
and ERMPL’s expertise in the field of nutraceuticals formulation, manufacturing, and regulatory affairs.
The promoter's skills in areas such as project management, financial acumen, team leadership, and customer relationship
management are highly transferable and can be leveraged to build a successful operation in the new line of business.
For details in relation to experience of our Promoters in the business of our Company, please refer the chapter “Our
Management” beginning on page 240 of this Prospectus.
INTEREST OF OUR PROMOTERS
Our Promoters do not have any interest in our Company except to the extent of compensation payable / paid, rents on
properties owned by them or their relatives but used by our company and reimbursement of expenses (if applicable) and to
the extent of any equity shares held by them or their relatives and associates or held by the companies, firms and trusts in
which they are interested as director, member, partner, and / or trustee, and to the extent of benefits arising out of such
shareholding. For further details please see the chapters titled “Capital Structure”, “Restated Financial Information” and
“Our Management” beginning on pages 87, 265 and 240 of this Prospectus.
Except as stated in the chapter titled “History and Certain Corporate Matters” on page no. 233 of this Prospectus, we have
not entered into any contract, agreements or arrangements in which our Promoters are directly or indirectly interested and
no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made
with them including the properties purchased by our Company and development rights entered into by our Company other
than in the normal course of business. For further details, please see chapter titled “Restated Financial Information” and
“History and Certain Corporate Matters” beginning on page 265 and 233 of this Prospectus.
Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters are interested
in our Company and our WOS, ERMPL and VBPL to the extent of their shareholding and directorship in our Company and
the dividend declared, if any, by our Company. Our Promoters may also be deemed to be interested to the extent of Equity
Shares held by them and their immediate relatives in our Company and also to the extent of any dividend payable to them
and other distributions in respect of the said Equity Shares in our Company. For details regarding the shareholding of our
Promoters in our Company, see the chapter titled “Capital Structure” on page 87 of this Prospectus.
Except as stated in the heading titled “Our Properties” under the chapter titled “Our Business” and “Restated Financial
Information” beginning on page 220 and 265 respectively, of this Prospectus, our Promoters have confirmed that they do not
have any interest in any property acquired by our Company within three years preceding the date of this Prospectus or
proposed to be acquired by our Company as on the date of this Prospectus.
Further, other than as mentioned in the chapter titled “Our Business” beginning on page 182 of this Prospectus. Our
Promoters does not have any interest in any land or property acquired by our Company in the three years preceding the date
of this Prospectus or proposed to be acquired by our Company or in any transaction with respect to the 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.
258Our Promoters are not interested as member of a firm or company and no sum has been paid or agreed to be paid to them or
to such firm or company in cash or shares or otherwise by any person either to induce such person to become, or qualify
them as a director, or otherwise for services rendered by them or by such firm or company in connection with the promotion
or formation of our Company.
Our Promoters who are also the Directors of our Company may be deemed to be interested to the extent of remuneration,
commission and reimbursement of expenses payable to them as per the terms of his appointment, the Articles of Association
of our Company and relevant provisions of Companies Act. For further information on our Promoter’ compensation and
other details please refer to the chapter titled “Our Management” on page 240 of this Prospectus.
Our Promoters, Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta has given personal
guarantee for the Credit facility availed by our company and may be deemed to be interested to that extent. For details, please
see the “Restated Financial Information” on page 265 of this Prospectus.
Except as mentioned in this chapter and chapters titled “Our Business”, “History and Certain Corporate Matters”, “Our
Management” and “Restated Financial Information” beginning on pages 182, 233, 240 and 265 respectively, our Promoters
do not have any other interest in our Company.
Except for the two of the Promoters, Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta who are also interested in our
Wholly Owned Subsidiary Company, ERMPL and in our promoter group entities and group companies, Profoods Nutrition
Private Limited and Moksha Lifecare Private Limited to the extent of Directorship and/or Shareholding, who are into same
line of business activities of nutraceutical industry, no other Promoter or promoter group persons are interested in the other
Companies with similar businesses.
COMMON PURSUITS OF OUR PROMOTERS
Our Promoters are not involved with any ventures which are in the same line of activity or business as that of our Company,
except Profoods Nutrition Private Limited, Easy Raw Materials Private Limited and Moksha Lifecare Private Limited our
one of the wholly owned subsidiary Company and Promoter group companies.
Our one of the wholly owned subsidiary Company viz Easy Raw Materials Private Limited (ERMPL) and our Promoter
Group Companies viz Profoods Nutrition Private Limited (PNPL) and Moksha Lifecare Private Limited (MLPL) are
incorporated to engage in the same line of business products in which our Company operates. ERMPL is proposed to engage
in one of the business of manufacturing, warehousing and trading of nutraceutical products, food and heath supplements.
PNPL is engaged in one of the businesses of packing of nutraceutical products in smaller quantities and selling it through
the online platforms, MLPL is engaged in the production and sale of health supplements and compounds, the company's
product portfolio includes veterinary healthcare items, nutraceuticals, dietary supplements, and fitness products. Our
Promoter group companies and one of the subsidiary Companies and our Company operates in the same line of nutraceutical
Industry, this may lead to potential conflict of interest between us and these entities. There can be no assurance that our
Group Companies, Subsidiary Companies and Promoter Group companies will not compete with our existing business or
any future business that we may undertake or that their interests will not conflict with ours. Any such present and future
conflicts could have a material adverse effect on our Reputation, Business, Results of Operations and Financial Condition of
the Company.
PAYMENT OF AMOUNTS OR BENEFITS TO THE PROMOTERS OR PROMOTER GROUP DURING THE
LAST TWO YEARS
Except as stated in the chapter titled “Restated Financial Information” beginning on page 265 of this Prospectus, there has
been no payment of benefits to our Promoters or Promoter Group during the two years preceding the date of this Prospectus
nor is there any intention to pay or give any amount or benefit to our Promoters or members of our Promoter Group.
MATERIAL GUARANTEES
Except as stated in the chapter titled “History and Certain Corporate Matters” and “Restated Financial Information”
beginning on pages 233 and 265 of this Prospectus, our Promoters have not given any material guarantee to any third party
with respect to the Equity Shares as on the date of this Prospectus.
Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta, the Promoters of the Company have
given personal guarantee for the borrowings availed by our Company.
OUR PROMOTER GROUP
259Apart from our Promoters, as per Regulation 2(1)(pp) of the SEBI ICDR Regulations, the following individuals and entities
shall form part of our Promoter Group:
g) Natural Persons who are Part of the Promoter Group
As per Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter Group:
Relationship Mr. Ankit Shailesh Mehta Ms. Parul Shailesh Mehta Mr. Shailesh Vinodrai Mehta
Father Mr. Shailesh Vinodrai Mehta Late Himmatlal Late Vinodrai P. Mehta
Mother Ms. Parul Shailesh Mehta Late Manjulaben Late Pannaben Vinodrai Mehta
Spouse Ms. Joanna Margarita San Mr. Shailesh Vinodrai Mehta Ms. Parul Shailesh Mehta
Pedro Mehta
Brother - Mr. Ajmera Manojkumar H Mr. Atul Vinodrai Mehta
Sister Ms. Jaini Shailesh Mehta Ms. Latta Kirit Parekh Ms. Bhavna Bharat Bhayani &
Late Priti Jaiveer Mehta
Son - Mr. Ankit Shailesh Mehta Mr. Ankit Shailesh Mehta
Daughter - Ms. Jaini Shailesh Mehta Ms. Jaini Shailesh Mehta
Spouse's Father Late Enrico Aquino San Pedro Late Vinodrai P. Mehta Late Himmatlal
Spouse's Mother Late Editha Santos San Pedro Late Pannaben Vinodrai Mehta Late Manjulaben
Spouse's Brother - Mr. Atul Vinodrai Mehta Mr. Ajmera Manojkumar H
Spouse's Sister Ms. Maria Regina Ms. Bhavna Bharat Bhayani & Ms. Latta Kirit Parekh
Late Priti Jaiveer Mehta
h) Entities forming part of the Promoter group pursuant to Regulation 2(1) (pp)(iv) of the SEBI ICDR Regulations
As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, the following Companies/Trusts/ Partnership firms/HUFs or
Sole Proprietorships are forming part of our Promoter group.
Sr. Name of Promoter group Entity/Company
No.
1. Moksha Lifecare Private Limited
2. Profoods Nutrition Private Limited
3. Easy Raw Materials Private Limited
4. Vinstar Biotech Private Limited
5. Tuvan Enterprises LLP*
6. M/s. Chemkart (Proprietor of Ms. Parul Shailesh Mehta)
7. M/s. Chemical Scientific Centre (formerly known as Atul Chemicals) (Proprietor of Mr. Shailesh Vinodrai Mehta)
8. Shailesh Mehta HUF
9. M/s. Atulya Chemicals (Partnership firm of Mr. Atul Vinodrai Mehta and Mr. Dharmil Mehta)
10. M/s. Atul Enterprise (Proprietor of Mr. Atul Vinodrai Mehta)
11. Robotrix Technologies LLP#
*As on the date of this Prospectus, Tuvan Enterprises LLP is strike off.
#Kindly note that Mr. Ankit Shailesh Mehta was a Designated Partner at Robotrix Technologies LLP which is struck off
w.e.f. May 31, 2018 by Registrar of Companies, Maharashtra, Mumbai.
SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY
For details of shareholding of members of our Promoter Group as on the date of this Prospectus, please see the chapter titled
“Capital Structure” beginning on page 87 of this Prospectus.
COMPANIES WITH WHICH THE PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE YEARS
None of our Promoters has disassociated themselves from any of the Companies, Firms or other entities during the last three
years preceding the date of this Prospectus except, Mr. Ankit Shailesh Mehta has ceased to be an Additional Director in
Moksha Lifecare Private Limited w.e.f. July 26, 2024.
LITIGATION DETAILS PERTAINING TO OUR PROMOTERS
260For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the
section titled “Outstanding Litigations and Material Developments” beginning on page 318 of this Prospectus.
RELATED PARTY TRANSACTIONS
For the transactions with our Promoter Group entities please refer to chapter titled “Restated Financial Information” on page
265 of this Prospectus.
Except as stated in chapter titled “Restated Financial Information” on page 265 of this Prospectus, and as stated therein, our
Promoters or any of the Promoter Group do not have any other interest in our business.
OTHER VENTURES OF OUR PROMOTERS
Save and except as disclosed in this section titled “Our Promoters and Promoter Group” and “Our Group Companies”
beginning on page 256 and 262 Respectively of this Prospectus, there are no ventures promoted by our Promoters in which
they have any business interests/ other interests as on date of this Prospectus.
261OUR GROUP COMPANIES
The definition of ‘Group Companies’ as per the SEBI ICDR Regulations, shall include such companies (other than
promoters(s), holding Company and subsidiary/subsidiaries) with which there were related party transactions, during the
period for which Financial Statements is disclosed, as covered under the applicable accounting standards, and also other
companies as considered material by the board.
In terms of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment) Regulations, 2025 and in terms of
the policy of materiality defined by the Board pursuant to its resolution dated March 11, 2025 our Group Companies includes:
(a) Those companies disclosed as related parties in accordance with Accounting Standard (“AS 18”) issued by the Institute of
Chartered Accountants of India, during the period for which Financial Information is disclosed.
(b) All such companies which are deemed to be material by the Board of Directors.
Accordingly, based on the parameters outlined above, as on the date of this Prospectus, our Board has identified Profoods
Nutrition Private Limited (PNPL) and Moksha Lifecare Private Limited (MLPL) as the group companies of our
Company (“Group Companies”).
DETAILS OF OUR GROUP COMPANIES
Profoods Nutrition Private Limited (PNPL)
PNPL is incorporated on May 18, 2020 in the name of Profoods Nutrition Private Limited. The CIN is
U15490MH2020PTC339815 and Registered Office is situated at Gala No.10, 2nd Floor, Building No. E/8, Shree Arihant
Compound, Reti Bunder Road, Plot No. 1451, Kalher, Thane, Bhiwandi, Maharashtra, India, 421302. PNPL is in the business
of packing of nutraceutical products into smaller quantities.
Financial Performance
As required under the SEBI ICDR Regulations, PNPL shall host the financial information derived from the audited financial
statements for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 on the website of company
i.e. https://chemkart.com/
Moksha Lifecare Private Limited (MLPL)
MLPL is incorporated on December 06, 2016 in the name of Moksha Lifecare Private Limited. The CIN is
U15400MP2016PTC041946 and Registered Office is situated at 129 Sundram Complex Bhanwarakua Main Road, Indore,
Madhya Pradesh, India, 452001. MLPL is engaged in the production and sale of health supplements and compounds, the
company's product portfolio includes veterinary healthcare items, nutraceuticals, dietary supplements, and fitness products.
Financial Performance
As required under the SEBI ICDR Regulations, MLPL shall host the financial information derived from the audited financial
statements for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 on the website of company
i.e. https://chemkart.com/
LITIGATION
Other than as disclosed in “Outstanding Litigations and Material Developments” on page 318 of this Prospectus, our Group
Companies are not a party to any litigation which may have material impact on our Company.
NATURE AND EXTENT OF INTEREST OF GROUP COMPANY
Our Group Companies do not have any interest in the promotion of our Company.
None of our Group Companies are interested in any property acquired by our Company in the three years preceding the filing
of this Prospectus or proposed to be acquired by our Company.
Our Group Companies are not interested in any transactions for acquisition of land, construction of building or supply of
machinery.
262COMMON PURSUITS BETWEEN OUR GROUP COMPANIES AND OUR COMPANY
Our Group Companies viz Profoods Nutrition Private Limited (PNPL) and Moksha Lifecare Private Limited (MLPL) are
engaged in the same line of business products in which our Company operates. PNPL is engaged in one of the businesses of
packing of nutraceutical products in smaller quantities and selling it through the online platforms, MLPL is engaged in the
production and sale of health supplements and compounds, the company's product portfolio includes veterinary healthcare
items, nutraceuticals, dietary supplements, and fitness products. Our group companies operate in the same line of
nutraceutical Industry, this may lead to potential conflict of interest between us and these entities. There can be no assurance
that our Group Companies will not compete with our existing business or any future business that we may undertake or that
their interests will not conflict with ours. Any such present and future conflicts could have a material adverse effect on our
Reputation, Business, Results of Operations and Financial Condition of the Company.
Profoods Nutrition Private Limited was engaged in retail and repacking activities. It did not manufacture any nutraceutical
actives or APIs and had no production or formulation infrastructure. PNPL was not involved in manufacturing of any raw
materials or nutraceutical activties. Its operations were restricted to repacking of finished nutraceutical products sourced
from third-party vendors, under its own brand and marketed through online platforms. However, under the Goods and
Services Tax (GST) framework, repacking of goods is also classified as a form of manufacturing. The company operated
under appropriate licenses (such as FSSAI) necessary for repackaging and B2C retailing, but no in-house production or
formulation activity was undertaken.
Distinction Between PNPL and Chemkart Group Companies:
Company Name Nature of Business Model Activities Product Type Market Focus
Business
Chemkart India Trading / B2B Import and Nutraceutical Domestic B2B
Limited (Issuer) Processing distribution of ingredients
nutraceutical raw (bulk)
materials
Easy Raw Manufacturing B2B - Export Manufacturing of Finished APIs Export (SEZ –
Materials (SEZ Unit) nutraceutical actives and actives Dollar Positive)
Private Limited. & intermediates
Profoods Retail / B2C (Online/E- Repacking and online Nutraceuticals Online B2C
Nutrition Repacking Commerce) sale of finished (retail packs) (India)
Private Limited nutraceutical products
RELATED BUSINESS TRANSACTIONS WITHIN THE GROUP AND SIGNIFICANCE ON THE FINANCIAL
PERFORMANCE OF OUR COMPANY
Other than the transactions disclosed in “Restated Financial Information” beginning on page 265 of this Prospectus, there
are no other business transactions between our Company and the Group Companies which are significant to the financial
performance of our Company.
BUSINESS INTERESTS OR OTHER INTERESTS
Except as disclosed in “Restated Financial Information” beginning on page 265 of this Prospectus, our Group Companies
do not have any business interest in our Company.
OTHER CONFIRMATIONS
Our Group Companies are not listed on any stock exchange.
263DIVIDEND 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 Articles 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.
Our Company does not have any formal dividend policy for the Equity Shares. The dividend pay - out shall be determined
by our Board after taking into account a number of factors, including but not limited to : (i) internal factors such as profits
earned during the year, present and future capital requirements of the existing businesses, business acquisitions, expansion/
modernization of existing businesses, availability of external finance and relative cost of external funds, additional
investments in subsidiaries/associates/joint ventures of our Company and restrictions on loan agreement(s); and (ii) external
factors such as economic and industry outlook, growth outlook, statutory/regulatory restrictions and covenants with
lenders/bond holders. Any future determination as to the declaration and payment of dividends will be at the discretion of
our Board.
For details of risks in relation to our capability to pay dividend, see Risk Factors – “Our Company’s ability to pay dividends
in the future will depend on our Company’s future results of operations, financial condition, cash flows and working capital
and capital expenditure requirements” on page no. 31 of this Prospectus.
Our Company has not paid / declared any dividend in last three financial years from date of this Prospectus.
264SECTION VII – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
(The remainder of this page is intentionally left blank)
265BAGARIA & CO 701, Stanford, +91 (22) 62505600
LLP
Junction of S. V. Road & bagariaco.com
Barfiwala Marg, Andheri (W)
Chartered Accountants Mumbai 400058, INDIA
INDEPENDENT AUDITOR' S EXAMINATION REPORT ON RESTATED CONSOLIDATED
SUMMARY STATEMENTS
To,
The Board of Directors,
Chemkart India Limited
(“Formerly known as Chemkart India Private limited”)
Office No. 403/404, 4th Floor,
K.L. Accolade, 6th Road, Santacruz (East),
Mumbai-400055, Maharashtra
Dear Sirs,
1. We Bagaria & Co LLP, Chartered Accountants, have examined attached Restated
Consolidated Summary Statements of Chemkart India Limited (Formerly known as
Chemkart India Private limited) (hereinafter referred as “the Company”) and its
subsidiaries (the Company and its subsidiaries together referred to as the “Group")
comprising the Restated Consolidated Summary Statement of Assets and Liabilities as at
March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Summary
Statements of Profit and Loss, the Restated Consolidated Summary Cash Flow Statements
for the financial year ended March 31, 2025, March 31, 2024, and March 31, 2023, the
Summary statement of Significant Accounting Policies and other explanatory Information
(collectively, the “Restated Consolidated Summary Statements) annexed to this report for
the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus (RHP and
Prospectus collectively referred to as "Offer Documents"), prepared by the Company in
connection with its proposed Initial Public Offer of equity shares (“Offer”). The Restated
Consolidated Summary Statements, has been approved by the board of directors of the
Company (the “Board of Directors”) at their meeting held on June 20, 2025 and have been
prepared by the Company in accordance with the requirements of:
a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the
"Act”);
b) the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (the "SEBI ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute Chartered Accountants of India (" ICAI"), as amended from time to time (the
"Guidance Note").
2. The Company's Board of Directors are responsible for the preparation of Restated
Consolidated Summary Statements for the purpose of inclusion in the Offer Documents to
be filed with the SME platform of BSE limited ("BSE SME'') ("the Stock Exchange") and
Registrar of Companies, Mumbai in connection with the Issue. The Restated Consolidated
Summary Statements have been prepared by the management of the Company in
accordance with the basis of preparation stated in Note 2 to Annexure IV of the Restated
Consolidated Summary Statements. The Board of Directors of the Company is responsible
for designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Consolidated Summary Statements. The
respective Board of Directors are also responsible for identifying and ensuring that the
Group complies with the Act, the SEBI ICDR Regulations and the Guidance Note.
3. We have examined the Restated Consolidated Summary Statements taking into consideration:
a) the terms of reference and our engagement agreed with you vide our engagement
Bagaria & Co LLP
266letter dated June 02, 2025, in connection with the Issue;
b) The Guidance Note also requires that we comply with the ethical requirements as
stated in the Code of Ethics issued by the ICAI;
c) the concepts of test check and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Summary Statements;
and
d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to
compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection
with the Issue.
4. These Restated Consolidated Summary Statements have been compiled by the management from:
a) Audited Special Purpose Financial Statements of the Company for the year ended
March 31, 2025 prepared in accordance with the applicable accounting standards,
specified under section 133 of the Act and other accounting principles generally
accepted in India and approved by the Board of Directors at their meeting held on
June 20, 2025.
b) Audited Special Purpose Financial Statements of the Company for the year ended
March 31, 2024 prepared in accordance with the applicable accounting standards,
specified under section 133 of the Act and other accounting principles generally
accepted in India and approved by the Board of Directors at their meeting held on
March 7, 2025.
c) Audited Financial Statements of the Company for the year ended March 31, 2023
prepared in accordance with the applicable accounting standards, specified under
section 133 of the Act and other accounting principles generally accepted in India
and approved by the Board of Directors at their meeting held on September 01, 2023.
5. For the purpose of our examination report, we have relied on:
a) Auditors report issued by us dated June 20, 2025 and March 7, 2025 on the Special
Purpose Financial Statements of the Company for the financial year ended March 31,
2025 and March 31, 2024 respectively, as referred to in para 4(a) and 4(b) above. We
have audited these special purpose financial information of the Company for the
limited purpose of complying with the requirement of getting its financial statements
audited by an audit firm holding a valid peer review certificate issued by the “Peer
Review Board” of the ICAI as required by ICDR Regulations in relation to proposed
IPO.
b) Auditors report issued by the Statutory Auditor i.e. M/s Mehta & Associates (the
“Statutory Auditors”) dated September 1, 2023 for the financial years ended March
31, 2023, as referred to in para 4(c) above.
c) The audit was conducted by the Company’s statutory auditor, and accordingly
reliance has been placed on the statement of assets and liabilities and statement of
profit and loss, the Significant Accounting Policies, and other explanatory
information and (collectively, the “Audited Consolidated Financial Statement”)
examined by them for the said year and is based solely on the audit report submitted
by the Statutory Auditor. They have also confirmed that the March 31, 2023 Restated
Consolidated Summary Statements:
267
Bagaria & Co LLPi. have been prepared after incorporating adjustments for the changes in
accounting policies, material errors and regrouping/ reclassifications
retrospectively in the financial years ended March 31, 2023 to reflect the same
accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the financial year ended March 31,
2025;
ii. do not require any adjustment for modification as there is no modification in the
underlying audit reports; and
iii. have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
6. The audit reports on Consolidated Financial Statements of the Group for the financial year
ended March 31, 2025 referred to in paragraph 5(a) above include the financial
statements of M/s Easy Raw Material Private Limited and M/s Vinstar Biotech Private
Limited (“the subsidiaries”) which have become subsidiaries of the Company with effect
from September 01, 2024, whose financial statements reflect total assets of Rs. 384.71
lakhs and Rs. 4.60 lakhs respectively, total income/(loss) of Rs. (12.68) lakhs and Rs.
(10.96) lakhs respectively, and net cash outflows of Rs. (4.38) lakhs and Rs. 2.76 lakhs
respectively which have been audited by M/s Mehta & Associates, Chartered
Accountants (also referred to as the “other auditor”), whose report have been furnished
to us by the Management and our opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included in respect of the subsidiary and
our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it
relates to the aforesaid subsidiaries is based solely on such audited financial statements
as provided by the other auditor.
The Other Auditor have examined the Restated Standalone Summary Statements in
respect of the subsidiaries. The Other Auditor have also confirmed that the Restated
Standalone Summary Statements of the subsidiaries for the financial year ended March
31, 2025:
i. Adjustment in relation to changes in accounting policies, material errors and
regrouping / reclassifications is not applicable since the subsidiaries have
acquired during the financial year ended March 31, 2025.
ii. do not require any adjustment for modification as there is no modification in the
underlying audit reports; and
iii. have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
7. Based on our examination and according to the information and explanations given to us
and also as per the reliance placed on the examination report submitted by (a) the
Statutory Auditor as at and for the year ended March 31, 2023 and (b) Other Auditor as at
and for the financial year ended March 31, 2025 in respect of the Company’s subsidiaries,
we report that Restated Consolidated Summary Statements of the Group:
a) have been prepared after incorporating adjustments for changes in accounting
policies, material errors and regrouping/ reclassifications retrospectively in the
financial years ended March 31, 2024 and March 31, 2023 to reflect the same
accounting treatment as per the accounting policies and groupings/classifications
followed as at and for the financial year ended March 31, 2025;
b) do not require any adjustment for modi fication as there is no modification in the
underlying audit reports; and
268
Bagaria & Co LLPc) have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.
8. We have complied with the relevant applicable requirements of the Standard on Quality
Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical
Financial Information, and Other Assurance and Related Services Engagements.
9. The Restated Consolidated Summary Statements do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the audited special
purpose interim financial statements and audited financial statements mentioned in
paragraph 4.
10. We have not audited any financial statements of the Company as of any date or for any
period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial
position, results of operations, cash flows of the Company as of any date or for any period
subsequent to March 31, 2025.
11. This report should not in any way be construed as a reissuance or re-dating of any of the
previous auditor's reports issued by us or by Previous Statutory Auditors nor should this
report be construed as a new opinion on any of the financial statements referred to herein.
12. We have no responsibility to update our report for events and circumstances occurring
after the date of this report.
13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer
Document to be filed with the Stock exchange and the ROC in connection with the
proposed. Our report should not be used, referred to, or distributed for any other purpose
except with our prior consent in writing. Accordingly, we do not accept or assume any
liability or any duty of care for any other purpose or to any other person to whom this report
is shown or into whose hands it may come without our prior consent inwriting.
For Bagaria & Co LLP
Chartered Accountants
FRN : 113447W/W-100019
Mohak Goel
Partner
Membership No: 159883
UDIN: 25159883BMITDB1828
Place: Mumbai
Date: June 20, 2025
269
Bagaria & Co LLPChemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure I : Restated Consolidated Summary Statement of Assets and Liabilities
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
Particulars Note As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
I. EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share Capital 3 949.90 135.70 135.70
(b) Reserves and Surplus 4 4,378.67 2 ,765.77 1 ,313.95
Total 5 ,328.57 2 ,901.47 1 ,449.65
(2) Minority Interest (0.35) - -
(3) Non-current liabilities
(a) Long Term Borrowings 5 1 0.20 19.77 28.70
(b) Deferred Tax Liabilities (net) 6 8.95 6 .33 2 .49
(c) Long Term Provisions 7 5.94 3 .83 1 .90
Total 2 5.09 29.94 33.09
(4) Current liabilities
(a) Short-term Borrowings 8 1,692.62 1 ,234.98 1 ,104.52
(b) Trade Payables 9
- Due to Micro and Small Enterprises - - -
- Due to Other then Micro and Small Enterprises 1,046.97 953.85 1 ,037.14
(c) Other Current Liabilities 10 132.67 119.49 56.51
(d) Short-term Provisions 11 386.06 111.51 67.36
Total 3 ,258.32 2 ,419.83 2 ,265.53
Total Equity and Liabilities 8 ,611.62 5 ,351.23 3 ,748.26
II. ASSETS
(1) Non-current assets
(a) Property, Plant and Equipment and Intangible assets
(i) Property, Plant and Equipment 12 867.46 532.21 554.89
(ii) Intangible Assets 13 1.22 - -
(iii) Capital work in progress 14 1 5.95 - -
(b) Other Non Current Asset 15 2 4.58 5 .00 -
Total 909.21 537.21 554.89
(2) Current assets
(a) Inventories 16 2,249.35 779.83 772.24
(b) Trade Receivables 17 4,579.91 3 ,161.05 2 ,238.19
(c) Cash and cash equivalents 18 283.13 6 .65 12.37
(d) Short-term loans and advances 19 545.56 866.49 170.56
(e) Other Current Assets 20 4 4.45 - -
Total 7 ,702.41 4 ,814.02 3 ,193.37
Total Assets 8 ,611.62 5 ,351.23 3 ,748.26
Significant Accounting Policies 1 &2
Notes to Restated Consolidated Summary Statements 3 to 51
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure IV, Notes to the Restated Consolidated
Summary Statements and Statement of Adjustments to the Restated Consolidated Summary Statements appearing in Annexure V.
As per our report of even date
For Bagaria & Co. LLP For and on behalf of the Board of
Chartered Accountants Chemkart India Limited (Formerly Known as Chemkart India
Private Limited)
FRN- 113447W/W-100019
Peer Auditor No. 014670
Mohak Goel Ankit Mehta Parul Mehta
Partner Chairman & Managing Director Executive Director
Membership No. 159883 DIN : 06792217 DIN : 08718563
Place: Mumbai
Date: 20/06/2025
UDIN: 25159883BMITDB1828
Basavaraj Dalwai Ramdulari Saini
Chief Financial Officer Company Secretary
Membership No. 44908
Place: Mumbai
Date: 20/06/2025
270Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure II : Restated Consolidated Summary Statement of Profit and loss
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars Note
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations 21 20,327.85 13,202.69 1 3,137.78
Other Income 22 2 17.78 80.08 30.84
Total Income 20,545.63 13,282.77 1 3,168.62
Expenses
Cost of Materials Consumed 23 748.58 10.39 -
Purchases of Stock in Trade 24 17,123.37 10,701.57 1 1,986.40
Changes in Inventories of Stock in Trade 25 (1,469.53) ( 7.59) ( 582.68)
Employee Benefit Expenses 26 2 12.59 1 15.24 71.89
Finance Costs 27 181.88 1 34.44 58.65
Depreciation 28 53.05 41.45 25.45
Other Expenses 29 4 36.51 2 91.87 557.18
Total expenses 17,286.45 11,287.37 1 2,116.89
Restated Profit/(Loss) before Exceptional and Extraordinary Item and Tax 3 ,259.17 1 ,995.40 1 ,051.73
Exceptional Item - - -
Restated Profit/(Loss) before Extraordinary Item and Tax 3 ,259.17 1 ,995.40 1 ,051.73
Extraordinary Item - - -
Restated Profit/(Loss) before Tax 3 ,259.17 1 ,995.40 1 ,051.73
Tax Expenses 30
- Current Tax 830.63 5 07.16 265.40
- Deferred Tax 2.62 3.84 1 .89
- Excess/Short Provision Written back/off 0.18 32.57 18.42
Restated Profit/(Loss) after Tax 2 ,425.75 1 ,451.82 766.02
Restated Profit/(Loss) for the period (before Minority interest adjustment) 2 ,425.75 1 ,451.82 766.02
Less: Minority interest in Profit/(Loss) ( 1.35) - -
Restated Profit/(Loss) for the period (after Minority interest adjustment) 2 ,427.10 1 ,451.82 766.02
Earnings Per Share (Face Value per Share Rs.10 each)
-Basic (In Rs) 32 25.54 15.28 8 .06
-Diluted (In Rs) 32 25.54 15.28 8 .06
Significant Accounting Policies 1 &2
Notes to Restated Consolidated Summary Statements 3 to 51
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure IV, Notes to the Restated Consolidated
Summary Statements and Statement of Adjustments to the Restated Consolidated Summary Statements appearing in Annexure V.
As per our report of even date
For Bagaria & Co. LLP For and on behalf of the Board of
Chartered Accountants Chemkart India Limited (Formerly Known as Chemkart India Private
Limited)
FRN- 113447W/W-100019
Peer Auditor No. 014670
Mohak Goel Ankit Mehta Parul Mehta
Partner Chairman & Managing Director Executive Director
Membership No. 159883 DIN : 06792217 DIN : 08718563
Place: Mumbai
Date: 20/06/2025
Basavaraj Dalwai Ramdulari Saini
Chief Financial Officer Company Secretary
Membership No. 44908
Place: Mumbai
Date: 20/06/2025
271Chemkart India Private Limited (Formerly Known as Chemkart India Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L.
Annexure III : Restated Consolidated Summary of Cash Flow Statement
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
Particulars Note For the year ended March For the year ended For the year ended
31, 2025 March 31, 2024 March 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Restated Profit/(Loss) before Tax 3 ,259.17 1 ,995.40 1 ,051.73
Adjustments for:
Depreciation 53.05 41.45 25.45
Provision for Employee Benefits 2 .21 2.03 1.16
Minority Interest 1 .35 - -
Interest Paid 143.11 106.16 34.36
Operating Profit before working capital changes 3 ,458.89 2 ,145.03 1 ,112.69
Adustment for:
(Increase)/Decrease in Inventories (1,469.53) ( 7.59) (582.68)
(Increase)/Decrease in Trade Receivables (1,418.86) (922.86) (320.52)
(Increase)/Decrease in Loans and Advances 320.93 (695.93) 122.31
(Increase)/Decrease in Other Current Assets ( 44.45) - -
(Increase)/Decrease in Other Non current Assets - ( 5.00) -
Increase/(Decrease) in Trade Payables 93.12 ( 83.29) 208.16
Increase/(Decrease) in Other Current Liabilities 13.19 62.98 (173.56)
Increase/(Decrease) in Short-term Provisions 54.37 1.70 4.53
Cash (Used in)/Generated from Operations 1 ,007.66 495.04 370.93
Tax paid(Net) ( 610.72) (497.38) (365.03)
Net Cash (Used in)/Generated from Operating Activities 396.95 ( 2.34) 5.90
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment ( 405.48) ( 18.77) (526.35)
Purchase of Fixed Deposit ( 19.58) - -
Net Cash (Used in)/Generated from Investing Activities (425.06) (18.77) (526.35)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of Share Capital - - -
Proceeds from Long Term Borrowings - - -
Repayment of Long Term Borrowings (9.57) ( 8.93) ( 8.35)
Proceeds/(Repayment) of Short Term Borrowings (Net) 457.64 130.47 575.48
Minority Interest Movement (0.35) - -
Interest Paid ( 143.11) (106.16) ( 34.36)
Net Cash (Used in)/Generated from Financing Activities 304.61 15.38 532.78
Net Increase/(Decrease) in Cash and Cash Equivalents 276.49 ( 5.72) 12.33
Opening Balance of Cash and Cash Equivalents 6 .65 12.37 0.05
Closing Balance of Cash and Cash Equivalents 16 283.13 6.65 12.37
Components of cash and cash equivalents For the year ended March For the year ended For the year ended
31, 2025 March 31, 2024 March 31, 2023
Cash on hand 0 .47 0.11 0.21
Balances with banks in current accounts 282.67 6.54 12.16
Cash and cash equivalents as per Cash Flow Statement 283.13 6.65 12.37
Note:
The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), “Cash Flow Statements”.
Significant Accounting Policies 1 &2
Notes to Restated Consolidated Summary Statements 3 to 51
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure IV, Notes to the Restated Consolidated Summary
Statements and Statement of Adjustments to the Restated Consolidated Summary Statements appearing in Annexure V.
As per our report of even date
For Bagaria & Co. LLP For and on behalf of the Board of
Chartered Accountants Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
FRN- 113447W/W-100019
Peer Auditor No. 014670
Mohak Goel Ankit Mehta Parul Mehta
Partner Chairman & Managing Director Executive Director
Membership No. 159883 DIN : 06792217 DIN : 08718563
Place: Mumbai
Date: 20/06/2025
Basavaraj Dalwai Ramdulari Saini
Chief Financial Officer Company Secretary
Membership No. 44908
Place: Mumbai
Date: 20/06/2025
272Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure IV : Significant Accounting Policies to Restated Consolidated Summary Statements
Significant Accounting polices and explanatory notes to the Restated Consolidated Summary Statements
1. a Corporate Information
CHEMKARTINDIALIMITED(FormerlyKnownasChemkartIndiaPrivateLimited)("theCompany"or"theParentCompany")isanUnlisted
PublicLimitedCompanyregisteredundertheprovisionsoftheCompaniesAct2013withtheRegistrarofCompanies,Mumbaiandbearing
CIN U51220MH2020PLC338631.
TheParentCompanyismainlyengagedinthebusinessofProcessingandTradingofNutritionalandHealthSupplements.Thecompanyis
registered under FSSAI.
Details of Subsidiaries - During the period of restatement, the Parent Company is having following subsidiaries.
Name of Company Nature % of Holding
As at March 31, 2025
Easy Raw Materials Private Limited Subsidiary 99%
Vinstar Biotech Private Limited Subsidiary 99%
The Restated Consolidated Summary Statements were authorised for issue by the Board of Directors on 7th March, 2025.
2 Basis of Preparation, Consolidation, Presentation and Disclosure of Restated Consolidated Summary Statements
2.1 Basis of Preparation
TheRestatedConsolidatedSummaryStatementsoftheCompanyanditsSubsidiaries(hereinafterreferredtoasthe"Group")comprisesof
theRestatedConsolidatedSummaryStatementofAssetsandLiabilitiesasatMarch31,2025, March31,2024,andMarch31,2023,the
RestatedConsolidatedSummaryStatementsofProfitandLoss,theRestatedConsolidatedCashFlowStatementfortheperiodended
September30,2024andfinancialyearsendedMarch31,2024,and2023,theSummaryStatementofsignificantaccountingpolicies,and
other explanatory information (collectively, the ‘Restated Consolidated Summary Statements’).
The Restated Consolidated Summary Statements are prepared in accordance with Indian Generally Accepted AccountingPrinciples
(“GAAP”)underthehistoricalcostconventionontheaccrualbasis.GAAPcomprisesofaccountingprinciplesgenerallyacceptedinIndia,
includingtheAccountingStandardsspecifiedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014as
amended from time to time and the Companies Act, 2013.
The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated Summary Statements.
TheseRestatedConsolidatedSummaryStatementshavebeenpreparedspecificallyforinclusionintheRedHerringProspectus(“RHP”)and
theProspectus(ProspectusandtogetherwithRHP,the"IssueDocuments")tobefiledbytheCompanywiththeSMEplatformofBSE
limited(“BSESME”)inconnectionwithproposedinitialpublicofferoffreshissueandofferforsaleofitsequityshares,inaccordancewith
the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013;
b.SecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamended(the“SEBIICDR
Regulations”)asissuedbytheSecuritiesandExchangeBoardofIndia(“SEBI’”)on11thSeptember2018asamendedfromtimetotimein
pursuance of the Securities and Exchange Board of India Act, 1992; and
c. Guidance Note on Reports in Company Prospectus (Revised 2019) as issued by the Institute of Chartered Accountants of India (“ICAI”).
2.2 Basis of Consolidation
OnSeptember01,2024theCompanyacquired99%stakeinEasyRawMaterialPrivateLimited(ERMPL)andVinstarBiotechPrivateLimited
(VBPL).TheFinancialStatementsofERMPL&VBPLhavebeenconsolidatedeffectivefromtheacquisitiondateandhencepreviousyear's
figures are not comparable.
RestatedConsolidatedsummarystatementsarepreparedusinguniformaccountingpoliciesforliketransactionsandothereventsinsimilar
circumstances.Ifamember ofthegroupusesaccountingpoliciesotherthanthoseadoptedintherestatedconsolidatedsummary
statementsforliketransactionsandeventsinsimilarcircumstances,appropriateadjustmentsaremadetothatgroupmember’ssummary
statements in preparing the restated consolidated summary statements to ensure conformity with the group’s accounting policies.
Consolidation procedure
i.ThefinancialstatementsoftheCompanyanditssubsidiarycompaniesarecombinedonaline-by-linebasisbyaddingtogetherthebook
valuesoflikeitemsofassets,liabilities,incomeandexpenses,afterfullyeliminatingintra-groupbalancesandintragrouptransactionsin
accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”
ii. Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary.
Business combinations policy explains how to account for any related goodwill/ reserve.
iii.Eliminateinfullintragroupassetsandliabilities,equity,income,expensesrelatingtotransactionsbetweenentitiesofthegroup(profits
orlossesresultingfromintragrouptransactionsthatarerecognisedinassets,suchasinventoryandPropertyPlantandEquipment,are
eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the restated consolidated summary
statements.
RestatedConsolidatedSummaryStatementofprofitandlossareattributedtotheequityholdersoftheparentoftheGroupandtothe
minorityinterests,evenifthisresultsintheminorityinterestshavingadeficitbalance.Whennecessary,adjustmentsaremadetothe
summarystatementsofsubsidiariestobringtheiraccountingpoliciesintolinewiththeGroup’saccountingpolicies.Allintra-groupassets
andliabilities,equity,income,expensesandcashflowsrelatingtotransactionsbetweenmembersoftheGroupareeliminatedinfullon
consolidation.
2732.3 Presentation and Disclosure of Restated Consolidated Summary Statements
Allassetsandliabilitieshavebeenclassifiedascurrent&non-currentasperCompany’snormaloperatingcycleandothercriteriasetout
the Schedule III of the Companies Act, 2013.
As of the reporting date, the Company’s operating cycle is considered to be 12 months.
TheseRestatedConsolidatedSummaryStatementsarepresentedinIndianRupeeswhichisthefunctionalcurrencyoftheCompany.All
amounts disclosed in the Restated Consolidated Summary Statements which also include the accompanying notes have been rounded off to
thenearestlakhsuptotwodecimalplaces,aspertherequirementofScheduleIIItotheCompaniesAct,2013,otherthansharesandper
shareamounts,unlessotherwisestated.WhereveranamountisrepresentedasINR'0.00'(zero)itconstruesavaluelessthanrupeesfive
hundred.
Thefiguresforthepreviousyearshavebeenreclassified/regroupedwherevernecessaryincludingforamendmentsrelatingtoScheduleIII
oftheCompaniesAct,2013forbetterunderstandingandcomparability.Thereclassifications/regroupingsdonothavematerialimpacton
the restated consolidated summary statements
2.4 Significant Accounting Poilcies
a Use of Estimates
ThepreparationoftheRestatedConsolidatedSummaryStatementsinconformitywithgenerallyacceptedaccountingprinciplesrequires
themanagementtomakeestimatesandassumptionsthataffectthereportedamountofassets,Liabilities,revenuesandexpensesand
disclosureofcontingentliabilitiesonthedateofthe RestatedConsolidatedSummaryStatements.Theestimatesandassumptionsusedin
the accompanying RestatedConsolidatedSummary Statements arebased uponmanagement’s evaluationof therelevantfactsand
circumstancesasofthedatesoftheRestatedConsolidatedSummaryStatements.Actualresultscoulddifferfromtheestimatesand
assumptionsusedinpreparingtheaccompanyingRestatedConsolidatedSummaryStatement.Anyrevisiontoaccountingestimatesis
recognized prospectively in current and future periods.
b Property, Plant and Equipment
-Recognition & Measurement
Property,plantandequipmentarestatedatcost,netofaccumulateddepreciation(otherthanfreeholdland)andimpairmentlosses,ifany.
Thecostcomprisespurchaseprice,borrowingcostsifcapitalisationcriteriaaremetanddirectlyattributablecostofbringingtheassettoits
workingconditionfortheintendeduse.Capitalisationofcostsinthecarryingamountofproperty,plantandequipmentceaseswhenthe
itemisinthelocationandconditionnecessaryforittobecapableofoperatinginthemannerintendedbytheGroup.Anytradediscounts
and rebates are deducted in arriving at the purchase price.
TheGroupidentifiesanddeterminescostofeachcomponent/partoftheassetseparately,ifthecomponent/parthasacostwhichis
significanttothetotalcostoftheassetandhasusefullifethatismateriallydifferentfromthatoftheremainingasset.Thesecomponents
are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset.
-Subsequent Costs
Subsequentexpenditurerelatedtoanitemofproperty,plantandequipmentisaddedtoitsbookvalueonlyifitincreasesthefuture
benefitsfromtheexistingassetbeyonditspreviouslyassessedstandardofperformance.Incomesandexpensesrelatedtotheincidental
operationsnotnecessarytobringtheitemtothelocationandtheconditionnecessaryforittobecapableofoperatinginthemanner
intendedbytheGrouparerecognisedintheStatementofprofitandloss.Allotherexpensesonexistingproperty,plantandequipment,
includingday-to-dayrepairandmaintenanceexpenditureandcostofreplacingparts,arechargedtotheStatementofProfit&Lossforthe
period/year in which such expenses are incurred.
Capitalwork-in-progresscomprisesofproperty,plantandequipmentthatarenotreadyfortheirintendeduseattheendofreporting
period and are carried at cost comprising direct costs, related incidental expenses, other directly attributable costs and borrowing costs.
-Disposal
Anitemofproperty,plantandequipmentisderecognisedupondisposalorwhennofuturebenefitsareexpectedfromitsuseordisposal.
Gainsandlossesondisposalofanitemofproperty,plantandequipmentaredeterminedbycomparingtheproceedsfromdisposalwith
thecarryingamountofproperty,plantandequipment,andarerecognisednetwithinotherincome/expensesinthestatementofprofit
and loss.
c Intangible assets and goodwill
Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses
d Depreciation and amortization
DepreciationonPropertyPlantandEquipmentisprovidedonthewritten-down-valuemethodusingthemanagementassessedusefullives
oftheassetswhichisinlinewiththemannerprescribedinScheduleIIoftheCompaniesAct,2013.Estimatedusefullivesoftheassets,
based on technical assessment, which are different in certain cases from those prescribed in Schedule II of the Act are as follows:
Type of Assets UsefulLifeConsideredUseful Life as per
as per Managementschedule II of the
estimate Companies Act, 2013
Plant and Equipment 8 Years 15 Years
Office equipment 3 Years 5 Years
274e Impairment of assets
TheGroupassessesateachbalancesheetdatewhetherthereisanyindicationthatanassetmaybeimpaired.Ifanysuchindicationexists,
theGroupestimatestherecoverableamountoftheasset. Ifsuchrecoverableamountoftheassetorrecoverableamountofthecash
generatingunittowhichtheassetbelongsislessthanitscarryingamount,thecarryingamountisreducedtoitsrecoverableamount. The
reductionistreatedasanimpairmentlossandisrecognizedintheProfitandLossAccount. IfattheBalanceSheetdatethereisan
indicationthatifapreviouslyassessedimpairmentlossnolongerexists,therecoverableamountisreassessedandtheassetisreflectedat
the recoverable amount.
f Investment
Investmentsareclassifiedintocurrentinvestmentsandnon-currentinvestments.Currentinvestmentsi.e.investmentsthatarereadily
realizableandintendedtobeheldfornotmorethanayearvaluedatcost.Anypermanentreductioninthecarryingamountorany
reversals of such, reductions are charged or credited to the Statement of Profit & loss Account.
Non-currentinvestmentsarestatedatcost.Provisionfordimunintioninthevalueoftheseinvestmentsismadeonlyifsuchdeclineisother
than temporary, in the opinion of the management.
g Inventories
Inventoriesheldundercurrentassetsarevaluedatcostornetrealizablevalue,whicheverisless.Costisdeterminedonweightedaverage
basis.
Netrealisablevalueistheestimatedsellingpriceintheordinarycourseofbusiness,lessestimatedcostsofcompletionandestimatedcosts
necessary to make the sale.
h Cash and cash equivalents
TheGroupconsidersallhighlyliquidfinancialinstruments,whichincludescashinhand,bankbalances,andallshorttermdepositsor
investments,whicharereadilyconvertibleintoknownamountofcashthataresubjecttoaninsignificantriskofchangeinvalueandhaving
original maturities of three months or less from the date of purchase, to be cash equivalents.
i Revenue recognition
Incomefromsaleofgoodsisrecognizedontransferofsignificantrisksandrewardsofownershipofthegoodstothecustomerandtothe
extent that it is probable that the economic benefits will flow to the Group and the reliably measured.
Interest income is recognised on time proportion basis taking into account the amount outstanding and rate applicable.
j Employee Benefits
Short Term employee benfits
Employeebenefitspayablewhollywithintwelvemonthsofrenderingtheserviceareclassifiedasshort-termemployeebenefits.The
undiscountedamountofshort-termemployee benefitsexpectedtobepaidinexchangefortheservicesrenderedbyemployeesis
recognized during the period/year.
Post employment Benfits
(a) Defined contribution plans
Contributionstothe providentfund,whichisdefinedcontributionscheme,are recognisedasanemployee benefitexpense inthe
statementofprofitandlossintheperiodinwhichthecontributionisdue.Contributionsaremadeinaccordancewiththerulesofthe
statute and are recognised as expenses when employees render service entitling them to the contributions.
(b) Defined benefit plans
Theemployees’ gratuityscheme isadefinedbenefitplan.Thepresentvalueoftheobligationundersuchdefinedbenefitplansis
determinedbasedonactuarialvaluationusingtheprojectedunitcreditmethod,whichrecogniseseachperiodofserviceasgivingriseto
additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
Theobligationismeasuredatthepresentvalueoftheestimatedfuturecashflows.Thediscountratesusedfordeterminingthepresent
valueoftheobligationunderdefinedbenefitplans,isbasedonthemarketyieldsongovernmentsecuritiesasatthereportingdate,having
maturity periods approximating to the terms of related obligations.
Incaseoffundedplans,thefairvalueoftheplannedassetsisreducedfromthegrossobligationunderthedefinedbenefitplans,to
recognisetheobligationonnetbasis.Whenthebenefitsoftheplanarechangedorwhenaplaniscurtailed,theresultingchangein
benefitsthatrelatestopastserviceorthegainorlossoncurtailmentisrecognisedimmediatelyinthestatementofprofitandloss.Net
interestiscalculatedbyapplyingthediscountratetothenetdefinedbenefitliabilityorasset.theGrouprecognisesgains/losseson
settlement of a defined plan when the settlement occurs.
k Foreign Currency Transactions
Foreign currency transactions are recorded usingthe exchange rates prevailingon the date of the respective transactions or that
approximatestheactualrateatthedateoftransaction.Exchangedifferencesarisingonforeigncurrencytransactions,settledduringthe
year, are recognised in the statement of profit and loss.
Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesasatthebalancesheetdatearereportedusingtheforeignexchange
ratesasatthebalancesheetdate.TheresultantexchangedifferencesarerecognizedintheStatementofProfit&Loss.Non-monetary
assets and liabilities are carried at the rates prevailing on the date of transaction.
275l Taxation
(a) Current Year Income Tax:
ProvisionforcurrenttaxismadeconsideringvariousallowancesandbenefitavailabletotheGroupundertheprovisionsofIncomeTaxAct,
1961.
(b) Deferred Income Tax:
InaccordancewithAccountingStandardAS-22“AccountingforTaxesonIncome”,deferredtaxresultingfromtimingdifferencesbetween
bookandtaxprofitsareaccountedforattaxratesubstantiallyenactedbytheBalanceSheetdatetotheextentthetimingdifferencesare
expected to be crystallized.
Deferredtaxassetsarerecognisedonlytotheextentthereisreasonablecertaintythatsufficientfuturetaxableincomewillbeavailable
againstwhichsuchdeferredtaxassetscanberealised.InsituationswheretheGrouphasunabsorbeddepreciationorcarryforwardtax
losses,alldeferredtaxassetsarerecognisedonlyifthereisvirtualcertaintysupportedbyconvincingevidencethattheycanberealised
againstfuturetaxableprofits.Deferredtaxassetsarereviewedfortheappropriatenessoftheirrespectivecarryingamountsateach
balance sheet date.
m Earnings Per Shares
Basicearningpershareiscomputedbydividingthenetprofitorlossfortheperiodattributabletoequityshareholdersbytheweighted
average number of equity shares outstanding during the period.
Dilutedearningpershareiscomputedbytakingintoaccounttheweightedaveragenumberofequitysharesoutstandingduringtheperiod
andtheweightedaveragenumberofequityshareswhichwouldbeissuedonconversionofalldilutivepotentialequitysharesintoequity
shares.
n Cash Flow Statements
Cashflowsarereportedusingtheindirectmethod,wherebynetprofit/lossbeforetaxisadjustedfortheeffectsoftransactionsofnon-cash
nature,anydeferralsofaccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpenseassociatedwith
investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.
o Provisions, Contingent liabilities and Contingent assets
TheGrouprecognizesaprovisionwhenthereisapresentobligationasaresultofapasteventthatprobablyrequiresanoutflowof
resources and a reliable estimate can be made of the amount of the obligation.
Adisclosureforacontingentliabilityismadewhenthereisapossibleobligationorapresentobligationthatmay,butprobablywillnot,
require an outflow of resources.
Wherethereisapossibleobligationorapresentobligationbutthelikelihoodofoutflowofresourcesisremote,noprovisionordisclosureis
made.
Contingent Assets are neither recognized nor disclosed.
For and on behalf of the Board of
Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
Ankit Mehta Parul Mehta
Chairman & Managing Director Executive Director
DIN : 06792217 DIN : 08718563
Basavaraj Dalwai Ramdulari Saini
Chief Financial Officer Company Secretary
Membership No. 44908
Place: Mumbai
Date: 20/06/2025
276Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
3Share Capital
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Authorised Share Capital
2,500.00 2,500.00 1 50.00
Equity Shares, of Rs. 10 each, 2,50,00,000 (March 31, 2024: 2,50,00,000, March 31, 2023: 15,00,000) Equity Shares
Issued, Subscribed and Fully Paid up Share Capital
Equity Shares, of Rs. 10 each, 94,99,000 (March 31, 2024: 13,57,000, March 31, 2023: 13,57,000) Equity Shares. 949.90 1 35.70 1 35.70
Total 949.90 1 35.70 1 35.70
(i)Reconciliation of number of shares
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Equity Shares No. of shares Amount No. of shares Amount No. of shares Amount
Opening Balance 1 3,57,000 1 35.70 13,57,000 1 35.70 13,57,000 1 35.70
Add : Bonus shares issued during the year 8 1,42,000 8 14.20 - - - -
Closing balance 9 4,99,000 949.90 1 3,57,000 1 35.70 1 3,57,000 1 35.70
(ii)Change in Authorized Share Capital
a. During the financial year 2023-24 , the Parent Company increased its Authorized Share Capital from 15,00,000 shares to 2,50,00,000 shares by passing a resolution at the Extraordinary General Meeting (EGM)
held on March 4, 2024.
(iii)Issue of Bonus shares
Pursuant to the approval of the Board of Directors at their meeting dated December 27, 2024 , the Parent Company offered 81,42,000 fully paid up bonus equity shares to the existing shareholders in the ratio
of 6 (six) equity shares for every 1 (one) equity shares held by them on the record date.
(iv)Rights, preferences and restrictions attached to shares
Equity Shares: The Parent Company has one class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Parent Company
after distribution of all preferential amounts, in proportion to their shareholding.
(v)Details of Shares held by shareholders holding more than 5% of the aggregate shares in the Parent company
Equity Shares As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
No. of shares % of Shareholding No. of shares % of Shareholding No. of shares % of Shareholding
Name of Shareholder
Ankit Mehta 4 7,49,465 50.00% 6,78,500 50.00% 6 ,78,500 50%
Parul Mehta 4 7,49,500 50.00% 6,78,500 50.00% 6 ,78,500 50%
(vi)Shareholdings of Promoter and Promoter group :
Name of Promoter As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
No. of shares % of Shareholding No. of shares % of Shareholding No. of shares % of Shareholding
Ankit Mehta 4 7,49,465 50.00% 6,78,500 50.00% 6 ,78,500 50%
Parul Mehta 4 7,49,500 50.00% 6,78,500 50.00% 6 ,78,500 50%
Bhavna Bharat Bhayani 7 0.00% - 0.00% - 0%
Jaini Shailesh Mehta 7 0.00% - 0.00% - 0%
Shailesh Vinodrai Mehta 7 0.00% - 0.00% - 0%
Change in % of Shareholdings of Promoter and Promoter group :
% Change during % Change during % Change during
the period from the year from March the year from
Name of Promoter Class of Shares
March 31, 2024 to 31, 2023 to March March 31, 2022 to
March 31, 2025 31, 2024 March 31, 2023
Ankit Mehta Equity 600% 0.00% 0.00%
Parul Mehta Equity 600% 0.00% 0.00%
2774Reserves and Surplus
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Statement of Profit and loss
Balance at the beginning of the year 2,765.77 1,313.95 5 47.93
Less: Amount utilized for issue of Bonus shares ( Refer Note.48(a)) ( 814.20)
Add: Restated Net Profit/(loss) during the year transferred from Restated Consolidated Summary Statement of Profit and Loss 2,427.10 1,451.82 7 66.02
Balance at the end of the year 4,378.67 2,765.77 1,313.95
Total 4 ,378.67 2,765.77 1,313.95
5Long Term Borrowings
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Secured
- From Bank 1 9.77 2 8.70 3 7.03
Less : Current Maturity ( 9.57) ( 8.93) ( 8.34)
Total 1 0.20 1 9.77 2 8.70
5.1Particulars of Long term Borrowings
Details of Secured Long term Borrowings (Fund Based)
Monthly
Name of Lender Type of Loan Nature of Security Sanctioned Amount Rate of Interest
Installments
Axis Bank Car Loan Hypothecation of 4 4.85 6.90% 0.89
Car
Detail of Secured Long term Borrowings (Non Fund Based)
Nature of Sanctioned As at March 31, As at March 31, As at March 31,
Name of Lender Type of Loan Security Amount 2025 2024 2023
ICICI Bank* Bank Guarantee Bank Deposit 1 7.85 1 7.85 - -
amounting to Rs.
19.58 lakhs
(* Refer to Note 34)
6Deferred tax liabilities (Net)
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Deferred Tax Liability / (Asset)
Arising on account of:
a) Difference between depreciation on property, plant and equipment as per Companies Act, 2013 and Income Tax Act, 1961 1 0.56 7 .38 3 .02
b) Expense allowed on payment basis as per Income Tax Act, 1956 ( 1.60) ( 1.05) ( 0.54)
Total 8 .95 6.33 2.49
7Long Term Provisions
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Provision for Gratuity* 5 .94 3 .83 1 .90
Total 5 .94 3.83 1.90
(* Refer to Note 31)
8Short term borrowings
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Secured
Current Maturity of Long Term Borrowings 9 .57 8.93 8.34
Loans repayable on demand from banks 1,292.63 7 06.05 7 57.42
Unsecured
Loans and advances repayable on demand from related parties 390.42 5 20.00 3 38.76
Total 1 ,692.62 1,234.98 1,104.52
278Particulars of Short term Borrowings
Details of Secured Loan
Name of Lender/Type of Loan Nature of Purpose Sanctioned Limit Rate of Interest Nature of Security
Facility
ICICI BANK LIMITED Common Credit Working Capital 2900.00 Repo Rate* - 6.50% As per Table given below
Account (CCA) + Spread Rate -
2.60%
* The Repo Rate component of the Interest Rate shall be reset after every 3 months following the date of account opening /limit set-up /renewal (as applicable), as a sum of Repo Rate + 'Spread', plus applicable
statutory levy, if any. The applicable Repo Rate shall be the rate prevailing one Business Day preceding the reset date.
Timeline
Timeline for
for Security
Security Details Timeline for CHG 1 Security Facility Nature of Charge Description / Property Address
Security Provider
Perfection
Creation
CHEMKART Gala no. 7 to 10, Building no. E8, Shree Arihantc omplex,
30 days from date of INDIA PRIVATE Cash Credit & Ground,First nd Second floor, S. No. 228 H. No.
Immovable Fixed Assets Upfront security creation Not Applicable LIMITED Letter of Credit Exclusive Charge 5,MoujeK alher, Bhiwandi, Near Pipeline road, Arihant
Ankit Mehta & 1001, Nandadevi CHSL Prabhat Colony Santacruz East,
Parul Mehta & Cash Credit & Road no.3, Mumbai, Mumbai, MAHARASHTRA, India,
Immovable Fixed Assets Upfront Not Applicable Not Applicable Shailesh Mehta Letter of Credit Exclusive Charge 400055
CHEMKART
INDIA PRIVATE Cash Credit &
Current Assets Upfront Upfront Upfront LIMITED Letter of Credit Exclusive Charge
Ankit Mehta &
Parul Mehta & Cash Credit &
Personal Guarantee Shailesh Mehta Letter of Credit
Details of Unsecured Loans
Amount Amount Amount
Nature of Repayment
Name of Lender/Type of Loan Outstanding as at Outstanding as at Outstanding as at
Facility term
March 31, 2025 March 31, 2024 March 31, 2023
- Ms. Parul Mehta Business Loan On Demand 390.42 427.00 338.76
- Mr. Ankit Mehta - 93.00 -
9Trade payables
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Due to Micro, small and medium enterprises - - -
Due to others 1,046.97 9 53.85 1 ,037.14
Total 1 ,046.97 9 53.85 1,037.14
9.1Refer Note. 38 for balances of related party included in Trade Payables
9.2Trade Payable ageing schedule
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Micro, small and medium enterprises
Disputed Dues - - -
Undisputed Dues
- Less than 1 year - - -
- 1-2 years - - -
- 2-3 years - - -
- More than 3 years - - -
Total - - -
Other than Micro, small and medium enterprises
Disputed Dues - - -
Undisputed Dues
- Less than 1 year 1,022.71 8 65.55 1,060.69
- 1-2 years 2 2.37 88.30 6.62
- 2-3 years 1.88 - -
- More than 3 years - - -
Total 1,046.97 9 53.85 1,067.30
2799.3Disclosure u/s 22 of Micro, Small and Medium Enterprises Development Act, 2006
Disclosure of outstanding dues to vendors registered with appropriate authority under the Micro, Small and Medium Enterprises Development Act, 2006 is to the extent of information available with the Group.
Disclosure required under the Act are as given below:
Particulars As at March 31, 2025 31 March 2024 As at March 31, 2023
Principal Interest Principal Interest Principal Interest
a) Amount Due to Supplier
-Principal amount paid beyond appointed date - - - - - -
-Interest due and payable for the year - - - - - -
b) Interest accrued and remaining unpaid - - - - - -
- - - - - -
c) Interest paid other than under Section 16 of MSMED Act to suppliers registered under
the MSMED Act, beyond the appointed day during the year.
- - - - - -
d) Interest paid under Section 16 of MSMED Act to suppliers registered under the
MSMED Act beyond the appointed day during the year.
- - - - - -
e) Further interest remaining due and payable for earlier years.
Note: The Group has disclosed the suppliers who have registered themselves under “Micro, Small and Medium Enterprises Development Act, 2006” to the extent they have identified on the basis of information
available with the Group.
10Other current liabilities
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Statutory dues 110.66 1 12.47 4 0.03
Advances from customers 1 9.82 6 .15 8 .78
Interest accrued but not due 0 .08 0 .11 0 .14
Provision for CSR* - 0 .76 7 .56
Other Payables** 2.12 - -
Total 132.67 1 19.49 5 6.51
(* Refer to Note 47 )
(**Refer Note. 38 for balances of related party included in Other Payables)
11Short term provisions
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Provision for salary 5 2.76 6 .20 4 .50
Provision for Expenses 1 3.11 5 .31 5 .31
Provision for Gratuity 0.42 0 .33 0 .24
Provision for Income Tax (net of advance tax) 319.76 9 9.67 5 7.31
Total 386.06 1 11.51 6 7.36
(Refer Note. 38 for balances of related party included in Provison for salary)
280Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
12Property, Plant & Equipment
Furniture and Plant and Total Owned
Description Leasehold Land Building Computers Fixtures Office equipment Equipment Vehicles Assets
Balance as at March 31, 2022 - - - 0.30 - 5 4.47 5 4.77
Additions during the year - 517.59 0.11 0.90 0.30 - 7.45 526.35
Disposals/ Reclassifications during the year - - - - - - -
Balance as at March 31, 2023 - 517.59 0.11 0 .90 0.60 - 6 1.91 581.11
Additions during the year - 1.66 2.63 0.51 13.97 - 1 8.77
Disposals/ Reclassifications during the year - - - - - - -
Balance as at March 31, 2024 - 517.59 1.77 3 .53 1.10 13.97 6 1.91 599.88
Additions during the period 357.04 - 5.76 0.27 4.26 3 .97 17.01 388.31
Disposals/ Reclassifications during the period -
Balance as at March 31, 2025 357.04 517.59 7.54 3 .80 5.36 17.94 7 8.92 988.19
Accumulated Depreciation and Amortization
Balance as at March 31, 2022 - - - - 0.08 - 0.70 0 .78
Depreciation expense for the year - 8.36 0.01 0.05 0.15 - 16.88 2 5.45
Balance as at March 31, 2023 - 8 .36 0.01 0 .05 0.23 - 1 7.58 2 6.23
Depreciation expense for the year - 2 4.80 0.77 0.23 0.42 1 .38 13.85 4 1.45
Balance as at March 31, 2024 - 3 3.16 0.78 0 .27 0.65 1 .38 3 1.43 6 7.68
Depreciation and Amortization expense for the period 9.10 2 3.59 1.97 0.86 2.15 4 .75 10.64 4 3.96
Balance as at March 31, 2025 9 .10 5 6.75 2.75 1 .13 2.80 6 .13 4 2.07 120.73
Net Carrying amount
Balance as at March 31, 2023 - 509.23 0.10 0.85 0.37 - 44.33 554.89
Balance as at March 31, 2024 - 484.44 0.99 3.26 0.46 12.58 30.48 532.21
Balance as at March 31, 2025 347.94 460.84 4.79 2.66 2.57 11.81 36.85 867.46
12.ADetails of Title Deeds of immovable Property not held in the name of the Group
The Group does not have any Immovable Property whose title deeds are not held in the name of either the parent company or its subidiaries.
13Intangible assets
Goodwill on
Description Consolidation Total
Balance as at March 31, 2022 - -
Additions during the year - -
Disposals/ Reclassifications during the year - -
Balance as at March 31, 2023 - -
Additions during the year - -
Disposals/ Reclassifications during the year - -
Balance as at March 31, 2024 - -
Additions during the period 1.22 1.22
Disposals/ Reclassifications during the period - -
Balance as at March 31, 2025 1.22 1.22
Accumulated Depreciation and Amortization
Balance as at March 31, 2022 - -
Depreciation expense for the year - -
Balance as at March 31, 2023 - -
Depreciation expense for the year - -
Balance as at March 31, 2024 - -
Depreciation and Amortization expense for the period - -
Balance as at March 31, 2025 - -
Net Carrying amount -
Balance as at March 31, 2023 - -
Balance as at March 31, 2024 - -
Balance as at March 31, 2025 1.22 1.22
13.AGoodwill on consolidation represents the excess of the cost of acquisition over the parent’s share of net assets of the subsidiary as at the date of acquisition, as per AS 21. The goodwill is not amortized but is tested for
impairment, if required.
14Capital work-in-progress
Description Total
Balance as at March 31, 2023 -
Additions -
Capitalised during the year -
Balance as at March 31, 2024 -
Additions 1 5.95
Capitalised during the year -
Balance as at March 31, 2025 1 5.95
14.AAgeing schedule for capital work in progress
Ageing Less than 1 year 1-2 years 2-3 years More than 3 years Total
As at March 31, 2025
Projects in progress 1 5.95 - - - 1 5.95
Projects temporarily suspended - - - - -
As at March 31, 2024
Projects in progress - - - - -
Projects temporarily suspended - - - - -
As at March 31, 2023
Projects in progress - - - - -
Projects temporarily suspended - - - - -
Note: There are no projects under Capital Work in progress where the completion is overdue or has exceeded its cost compared to its original plan.
281Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
15Other Non current Assets
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Deposits with original maturity for more than 12 months* 1 9.58 - -
Security Deposits 5.00 5 .00 -
Total 2 4.58 5.00 -
(*On lien against Bank Guarantee. Refer Note 5.1)
16Inventories
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Stock In Trade 2,242.98 779.83 772.24
Finished goods 6.37 - -
Total 2,249.35 779.83 772.24
16.1Inventories are valued at cost or net realizable value whichever is lower. Refer note 2.4(g) for detailed accounting policy for inventory valuation.
17Trade receivables
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Unsecured considered good 4,579.91 3 ,161.05 2 ,238.19
Total 4,579.91 3 ,161.05 2 ,238.19
17.1Refer Note 38 for balances of related party included in Trade Receivables.
17.2Trade Receivables ageing schedule
As at March 31, 2025
Particulars Not Due Less than 6 6 Months - 1 1-2 years 2-3 years More than 3 Total
months year years
Undisputed Trade Receivables - Considered good - 4,478.70 78.55 1 1.03 11.63 - 4 ,579.91
Undisputed Trade Receivables - Considered
Doubtful - - - - - - -
Disputed Trade Receivables - Credit Impaired - - - - - - -
Disputed trade receivables - Considered good - - - - - - -
Disputed Trade Receivables - Considered Doubtful - - - - - - -
Disputed Trade Receivables - Credit Impaired - - - - - - -
Less: Allowance for Expected Credit Loss
Total - 4,478.70 78.55 1 1.03 11.63 - 4 ,579.91
282As at March 31, 2024
Particulars Not Due Less than 6 6 Months - 1 1-2 years 2-3 years More than 3 Total
months year years
Undisputed Trade Receivables - Considered good - 1,581.94 1 ,567.30 1 1.81 - - 3 ,161.05
Undisputed Trade Receivables - Considered
Doubtful - - - - - - -
Disputed Trade Receivables - Credit Impaired - - - - - - -
Disputed trade receivables - Considered good - - - - - - -
Disputed Trade Receivables - Considered Doubtful - - - - - - -
Disputed Trade Receivables - Credit Impaired - - - - - - -
Less: Allowance for Expected Credit Loss
Total - 1,581.94 1 ,567.30 1 1.81 - - 3 ,161.05
283As at March 31, 2023
Particulars Not Due Less than 6 6 Months - 1 1-2 years 2-3 years More than 3 Total
months year years
Undisputed Trade Receivables - Considered good - 2,215.06 16.48 6.65 - - 2 ,238.19
Undisputed Trade Receivables - Considered
Doubtful - - - - - - -
Disputed Trade Receivables - Credit Impaired - - - - - - -
Disputed trade receivables - Considered good - - - - - - -
Disputed Trade Receivables - Considered Doubtful - - - - - - -
Disputed Trade Receivables - Credit Impaired - - - - - - -
Less: Allowance for Expected Credit Loss
Total - 2,215.06 16.48 6 .65 - - 2 ,238.19
18Cash and cash equivalents
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Cash on hand 0.47 0 .11 0 .21
Balances with banks in current accounts 2 82.67 6 .54 1 2.16
Total 2 83.13 6.65 12.37
19Short term loans and advances
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Unsecured, Considered Good
Loans to related parties - 381.80 12.00
Loans and advances to employees 2.23 3.50 3.00
Balance with Government Authorities 1 5.37 - 4.92
Advances to suppliers 5 27.96 481.19 150.65
Total 5 45.56 866.49 170.56
20Other current assets
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Prepaid Expenses 1 8.81 - -
Excess CSR Spent 0.74 - -
Initial Public Offer expenses (Refer note 20.1) 2 4.90 - -
Total 4 4.45 - -
20.1 InitialPublicOfferexpenseswouldbefirstadjustedagainstthesecuritypremium(ifavailable)orchargedtostatementofprofitandlossinaccordancewithaccountingpolicyofthe
Company. In case of offer for sale by existing shareholders, proportionate IPO expenses will be recovered from selling shareholders.
28421Revenue from operations
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Sale of Products 20,327.85 1 3,202.69 1 3,137.78
-Domestic 20,086.19 1 3,167.82 1 3,044.37
-Export 2 41.65 3 4.87 9 3.41
Total 20,327.85 1 3,202.69 1 3,137.78
(Refer Note 38 for sale of products to related party).
22Other Income
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Net Gain on foreign currency transaction and translation 2 12.19 7 9.55 3 0.72
Other Non-operating Income 5.59 0 .54 0 .12
Total 2 17.78 80.08 30.84
23Cost of Materials Consumed
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Raw Materials Consumed
Opening stock - - -
Add: Purchases 7 48.58 1 0.39 -
Less: Closing stock - - -
Total 7 48.58 1 0.39 -
Total 7 48.58 10.39 -
24Purchases of Stock in Trade
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Purchases of Traded goods 16,600.24 1 0,497.27 1 1,657.11
Add: Direct Expenses 5 23.13 2 04.30 3 29.29
Total 17,123.37 1 0,701.57 1 1,986.40
(Refer Note. 38 for purchases from related party.)
25Changes in Inventories
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Inventories at the beginning of the period/year
Stock in Trade 7 79.83 7 72.24 1 89.56
Finished goods - - -
Inventories at the end of the period/year
Stock in Trade 2,242.98 7 79.83 7 72.24
Finished goods 6 .37 - -
Total ( 1,469.53) ( 7.59) (582.68)
28526Employee benefit expenses
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Salaries and Wages 2 00.89 1 08.00 7 0.31
Contribution to provident and other funds* 9.82 6 .50 1 .16
Staff welfare 1.87 0 .74 0 .43
Total 2 12.59 115.24 71.89
(*Refer Note. 31)
(Refer Note 38 for related party transactions).
27Finance costs
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Interest expense 1 43.19 1 06.27 3 4.50
Other borrowing cost 3 8.70 2 8.17 2 4.15
Total 1 81.88 134.44 58.65
28Depreciation and Amortization Expense
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Depreciation on property, plant and equipment (Refer Note. 12) 4 3.96 4 1.45 2 5.45
Amortization of Leasehold Land (Refer Note. 12) 9 .10 - -
Total 5 3.05 41.45 25.45
29Other expenses
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Freight, Transport and Handling Charges 1 22.88 8 2.30 4 6.10
Auditors' Remuneration (Refer Note. 33) 2.35 1 .60 1 .60
Administrative Expenses 1 0.26 1 3.35 4 .03
Advertisement 1 7.73 2 1.43 1 93.95
Commission 4 3.42 2 6.55 2 11.41
Insurance 1.85 3 .21 1 .74
Power and fuel 2.40 0 .33 -
Professional fees 7 9.83 3 8.21 4 0.22
Rent, Rates and taxes 1 9.20 1 9.70 1 2.27
Repairs and Maintenance 1 1.36 3 3.92 1 2.45
Telephone Expenses 1.33 0 .55 1 .61
Travelling & Conveyance Expenses 2 3.36 2 .86 5 .00
Miscellaneous Expenses 2 4.56 3 1.20 1 2.63
Business promotion 1 7.98 3 .45 6 .41
CSR Expenses* 2 6.00 1 2.65 7 .56
Membership, Subscription & License Fees 3 2.00 0 .56 0 .20
Total 4 36.51 291.87 557.18
*(Refer Note. 47)
30Tax Expenses
Particulars For the year ended For the year For the year
March 31, 2025 ended March 31, ended
2024 March 31, 2023
Current Tax 8 30.63 5 07.16 2 65.40
Deferred Tax 2 .62 3 .84 1 .89
Total 8 33.25 511.00 267.29
286Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
31Employee Benefit Obligation
Assets and liabilities relating to Employee Benefits
See accounting policy in Note 2.4 (i)
For details about the related employee benefit expenses, see Note 26
A. Defined Contribution Plan:
The Group's defined contribution plans are superannuation, employees state insurance scheme and provident fund administered by Government since the Group has no further
obligation beyond making the contributions.
The expenses recognised during the year towards defined contribution plans are as detailed below:
As at March 31, As at March As at March 31,
Particulars
2025 31, 2024 2023
Provident Fund and Employee state insurance(ESIC) 7 .62 4.47 -
Total (included in Note 26 - 'Contribution to provident and other funds'
B. Defined Benefit Obligation:
TheGroupprovidesforgratuityforemployeesasperthePaymentofGratuityAct,1972/companypolicy.Employeeswhoareincontinuousserviceforaperiodof5yearsormoreare
eligibleforgratuity.Theamountofgratuitypayableonretirement/terminationistheemployee’slastdrawnsalarypermonthcomputedproportionatelyasperthePaymentofGratuity
Act, 1972/ company policy multiplied for the number of years of service.
The results of the actuarial study for the obligation for employee benefits as computed by the actuary are shown below:
Gratuity
Actuarial study analysis As at March 31, As at March 31, As at March 31,
2025 2024 2023
Principal actuarial assumptions
Discount rate 7.00% 7.25% 7.25%
Salary Growth rate 5.00% 5.00% 5.00%
Mortality IALM 2012-14 IALM 2012-14 IALM 2012-14
Expected rate of return 0.00% 0.00% 0.00%
Withdrawal Rate p.a 10.00% 10.00% 10.00%
Gratuity
Actuarial study analysis As at March 31, As at March 31,
As at March 31,2025
2024 2023
Liability at the beginning of the year 4.16 2.14 0.98
Current Service Cost 1.78 1 .44 0.77
Interest Cost 0.30 0 .15 0.07
Actuarial (gain)/loss on obligations 0.13 0 .43 0.31
Past Service Cost - - -
Benefits paid - - -
Liability at the end of the period/ year 6.37 4 .16 2.14
- Non-current portion of defined benefit obligation 5.94 3 .83 1.90
- Current portion of defined benefit obligation 0.42 0 .33 0.24
Amount Recognised in the Restated Consolidated Summary Statement of
assets and liability
Liability at the end of the period 6.37 4 .16 2.14
Expenses recognized in the Restated Consolidated Summary Statement of
profit and loss
Service Cost 1.78 1 .44 0.77
Interest Cost 0.30 0 .15 0.07
Past Service Cost - - -
Acturial loss/(Gain) 0.13 0 .43 0.31
Expenses recognized in the Restated Consolidated Summary Statement of
2.21 2 .03 1.16
profit and loss
Sensitivity analysis of significant assumptions
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit
C. obligation by the amounts shown below. Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation
of the sensitivity of the assumptions shown.
Gratuity
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Sensitivity of DBO, Service Cost, and P&L Account
% increase in % increase in
% increase in DBO Liability Liability Liability
DBO DBO
Discount rate
+ 1% discount rate 7.00% 5 .92 6.00% 3.90 6.00% 2.00
- 1% discount rate 8.00% 6 .87 7.00% 4.46 7.00% 2.29
Salary increase
+ 1% salary growth 8.00% 6 .88 7.00% 4.47 7.00% 2.29
- 1% salary growth 7.00% 5 .91 7.00% 3.89 6.00% 2.00
Withdrawal rate
+ W.R. x 1% 0.00% 6 .39 0.00% 4.14 1.00% 2.11
- W.R. x 1% 0.00% 6 .34 0.00% 4.17 1.00% 2.15
Note:
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
The estimates of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors as supply and demand in the
employment market.
287Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
32Earning per share
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Profit attributable to equity shareholders 2,425.75 1,451.82 7 66.02
Weighted average number of Equity Shares 9 4,99,000 9 4,99,000 9 4,99,000
Earnings per share basic (Rs) 2 5.54 1 5.28 8.06
Earnings per share diluted (Rs) 2 5.54 1 5.28 8.06
Face value per equity share (Rs) 1 0.00 1 0.00 1 0.00
Note : The basic and diluted earnings per share for the Equity Shares of our Company has been presented to reflect the adjustments for issue of bonus shares on December 27, 2024.
33Auditors' Remuneration
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Payments to auditor as
- Statutory Audit Fees* 2.50 1 .00 1.00
- Tax Audit Fees* 0.60 0 .60 0.60
Total 3 .10 1 .60 1.60
*Excluding goods and service tax
34Contingent Liabilities
As at March 31, As at March 31, As at March 31,
Particulars 2025 2024 2023
Contingent Liabilities
Claims against the Company not acknowledged as debt
- Income tax demands - - -
- Indirect tax demands - - -
- Bank Guarantees given on Behalf of the Company 1 7.85 - -
Total 1 7.85 - -
35Expenditure in Foreign Currency
For the period April 1, 2024 to March 31, For the period April 1, 2023 to March 31, For the period April 1, 2022 to
2025 2024 March 31, 2023
Foreign Amount in Foreign Amount in Foreign Amount in
Expense Head Currency Currency INR Currency INR Foreign Currency INR
Purchase USD 154.26 1 3,132.61 96.11 8,047.30 97.24 7,880.58
Purchase EUR 2.93 266.74 - - - -
Purchase CNY 64.89 789.14 - - - -
28836Earnings in Foreign Currency
For the period April 1, 2024 to March 31, For the period April 1, 2023 to March 31, For the period April 1, 2022 to
2025 2024 March 31, 2023
Foreign Amount in Foreign Amount in Foreign Amount in
Expense Head Currency Currency INR Currency INR Foreign Currency INR
Export Sales USD 1.77 147.40 0.43 3 4.87 1.15 9 3.41
Export Sales EUR 0.05 4 .25 - - - -
*USD '0.00' (zero) it construes a value less than USD five hundred.
37Particulars of unhedged foreign currency exposure
For the period April 1, 2024 to March 31, For the period April 1, 2023 to March 31, For the period April 1, 2022 to
2025 2024 March 31, 2023
Foreign Amount in Foreign Amount in Foreign Amount in
Particulars Currency Currency INR Currency INR Foreign Currency INR
= Trade Payables USD 6.80 582.17 2.59 215.89 5.72 4 73.98
Trade Payables CNY 13.18 155.14 - - - -
Trade Receivables USD - - - - 0 .17 1 4.36
38Related Party Disclosure
(i)Name and relationships of related parties
a. Key Management Personnel ("KMP")
Mr. Ankit Mehta - Chairman & Managing Director
Mr. Basavaraj Dalwai - Chief Financial Officer
Ms. Ramdulari Saini - Company Secretary
b. Director
Mrs. Parul Mehta - Promoter and Executive Director
Mr. Shailesh Mehta - Promoter and Executive Director (Director w.e.f 04/07/2024)
c. Relatives of Key Management Personnel
(only where there are transactions)
Ms. Jaini Mehta - Sister of Ankit Mehta
d. Enterprise over which Key Management Personnel have significant influence
M/s Chemkart (Prop. Parul Mehta)
M/s. Moksha Lifecare Private Limited
M/s. Profoods Nutrition Private Limited
M/s. Easy Raw Materials Private Limited (Upto 01/09/2024)
M/s. Vinstar Biotech Private Limited (Upto 01/09/2024)
e. Enterprise over which Relative of Key Management Personnel have significant influence
M/s Chemical Scientific Centre (Prop. Shailesh Mehta)
f. Subsidaries
M/s. Easy Raw Materials Private Limited (Subsidary w.e.f 01/09/2024)
M/s. Vinstar Biotech Private Limited (Subsidary w.e.f 01/09/2024)
289(ii)Related Party Transactions
As at March 31, As at March 31, As at March 31,
Particulars Relationship 2025 2024 2023
Loan Taken
- Mrs. Parul Mehta Promoter and Executive Director 6 5.42 160.23 7 00.95
- Mr. Ankit Mehta Promoter, Chairman and Managing Director 8 3.50 9 3.00 -
Loan Repaid
- Mrs. Parul Mehta Promoter and Executive Director 109.00 7 1.99 6 69.04
- Mr. Ankit Mehta Promoter, Chairman and Managing Director 176.50 - -
Loan Given
- Mr. Ankit Mehta Promoter, Chairman and Managing Director - - 5.00
- M/s. Vinstar Biotech Private Limited (Refer Note below) Wholly Owned Subsidiary Company 0 .50 - -
- M/s. Easy Raw Materials Private Limited Wholly Owned Subsidiary Company - 381.80 7.00
Reimbursement of expense
- Mr. Ankit Mehta KMP 5.17
Remuneration
- Mr. Ankit Mehta Promoter, Chairman and Managing Director 3 6.00 1 5.00 12.00
- Mrs. Parul Mehta Promoter and Executive Director 3 6.00 1 5.00 12.00
- Mr. Shailesh Mehta Promoter and Executive Director 1 3.50
- Mr. Basavaraj Dalwai Chief Financial Officer 5.73 4.98 4.30
- Ms. Ramdulari Saini* Company Secretary 1 .75 - -
(* Appointed on September 2024)
Professional Fees
- Mr. Shailesh Mehta Promoter and Executive Director 4 .50 - 1 2.00
- Ms. Jaini Mehta Relative of KMP - 1 8.00 12.00
Purchase of Material
- M/s Chemkart (Prop. Parul Mehta) Enterprise over which Key Management 2 5.21 2 6.40 2,605.01
Personnel have significant influence
- M/s. Moksha Lifecare Private Limited Enterprise over which Key Management 314.24 4.26 -
Personnel have significant influence
- M/s Chemical Scientific Centre (Prop. Shailesh Mehta) Enterprise over which Relative of Key 2 .88 2.85 0.06
Management Personnel have significant
influence
- M/s. Profoods Nutrition Private Limited Enterprise over which Key Management 191.35 - -
Personnel have significant influence
Sale of Material
- M/s Chemkart (Prop. Parul Mehta) Enterprise over which Key Management 2 4.11 4 7.29 -
Personnel have significant influence
- M/s. Moksha Lifecare Private Limited Enterprise over which Key Management - 9.25 15.26
Personnel have significant influence
- M/s. Profoods Nutrition Private Limited Enterprise over which Key Management 170.65 - -
Personnel have significant influence
- M/s Chemical Scientific Centre (Prop. Shailesh Mehta) Enterprise over which Relative of Key 0 .12 0.13 1.21
Management Personnel have significant
influence
Note - Transactions with M/s. Vinstar Biotech Private Limited up to August 31, 2025, have been disclosed as related party transactions. From September 1, 2025, the entity is fully
consolidated and such transactions are eliminated on consolidation.
290(iii)Related Party Balances
As at March 31, As at March 31, As at March 31,
Particulars Relationship 2025 2024 2023
Unsecured Loans
- Ms. Parul Mehta Promoter and Executive Director (390.42) ( 427.00) (338.76)
- Mr. Ankit Mehta Promoter, Chairman and Managing Director
- (93.00) 5.00
- M/s. Easy Raw Materials Private Limited Wholly Owned Subsidiary Company - 381.80 7.00
Other Payables
- Mr. Ankit Mehta Promoter, Chairman and Managing Director (2.12)
Trade Payable
- M/s Chemkart (Prop. Parul Mehta) Enterprise over which Key Management - (10.53) (49.06)
Personnel have significant influence
- M/s Chemical Scientific Centre (Prop. Shailesh Mehta) Enterprise over which Relative of Key (0.65) (0.65) (0.16)
(Previously also known as Atul Chemicals) Management Personnel have significant
influence
- M/s. Moksha Lifecare Private Limited Enterprise over which Key Management - - -
Personnel have significant influence
Trade Receivable
- M/s. Moksha Lifecare Private Limited Enterprise over which Key Management 3.81 9.34 3.01
Personnel have significant influence
- M/s. Profoods Nutrition Private Limited Enterprise over which Key Management 0.47 - -
Personnel have significant influence
- M/s Chemkart (Prop. Parul Mehta) Enterprise over which Key Management 17.87 - -
Personnel have significant influence
Provision for Salary
- Ms. Parul Mehta Promoter and Executive Director (4.05) - -
- Mr. Ankit Mehta Promoter, Chairman and Managing Director (26.05) - -
- Mr. Shailesh Mehta Promoter and Executive Director (12.15) - -
39Financial Ratios
(a) Ratio Analysis & its elements
As at March 31, As at March 31, As at March 31,
Particulars Numerator/Denominator 2025 2024 2023
Current Assets 2.36 1 .99 1.41
(a) Current Ratio
Current Liabilities
Total Debts 0.32 0 .43 0.78
(b) Debt-Equity Ratio
Shareholder’s Equity
Earning available for Debt Service 1.85 1 .56 0.95
(c) Debt Service Coverage Ratio
Debt Service
Profit after Tax 0.59 0 .67 0.72
(d) Return on Equity Ratio
Average Shareholder’s Equity
Cost of goods sold 10.83 13.79 2 3.71
(e) Inventory turnover ratio
Average Inventories
Net Sales 5.25 4 .89 6.32
(f) Trade receivables turnover ratio
Average Trade Receivable
Net Credit Purchases 17.12 10.75 1 2.85
(g) Trade payables turnover ratio
Average Trade Payable
Net Sales 5.95 7 .95 16.46
(h) Net capital turnover ratio
Average Working capital
Net Profit 0.12 0 .11 0.06
(i) Net profit ratio
Net Sales
291Earning before interest and taxes 0.49 0 .51 0.43
(j) Return on Capital employed
Capital Employed
Return on Investment - - -
(k) Return on investment
Total Investment
Note:
292Earning available for Debt Service = Net Profit before taxes + Non-cash operating expenses + Interest + other exceptional item
Debt service = Interest & Lease Payments + Principal Repayments
Capital Employed = Tangible Net Worth + Total Debt + Deferred Tax Liability
Cost of Goods Sold = Cost of Material Consumed + Purchases + Changes in Inventories + Other Direct expenses
(b) Change in ratios
% Change from March % Change from March
% Change from March 31,
Financials Ratios 31, 2024 to March 31, 31, 2023 to March 31,
2022 to March 31, 2023
2025 2024
(a) Current Ratio 18.83% 41.14% 1.71%
(b) Debt-Equity Ratio -26.10% -44.68% -5.60%
(c) Debt Service Coverage Ratio 18.61% 64.01% -25.98%
(d) Return on Equity Ratio -11.67% -7.08% -55.20%
(e) Inventory turnover ratio -21.49% -41.83% -69.78%
(f) Trade receivables turnover ratio 7.39% -22.65% -30.30%
(g) Trade payables turnover ratio 59.22% -16.32% -30.19%
(h) Net capital turnover ratio -25.20% -51.72% -36.76%
(i) Net profit ratio 8.52% 88.60% -7.44%
(j) Return on Capital employed -4.47% 19.13% -28.08%
(k) Return on investment
(b) Reasons for Variances
% Change from March % Change from March
% Change from March 31,
Financials Ratios 31, 2024 to March 31, 31, 2023 to March 31,
2022 to March 31, 2023
2025 2024
Due to Increase in
Receivable and Loan
(a) Current Ratio Marginal increase -
to Subsidiary Easy
Raw Materials
Increase in Profit and
Marginal impact of Proportionate
(b) Debt-Equity Ratio -
profit decrease in Loan for
the year
Due to utilisation of Due to increase in
(c) Debt Service Coverage Ratio
Bank OD Profit
Due to increase in
(d) Return on Equity Ratio Marginal
Profit
Due to increase in
Due to Increase in
(e) Inventory turnover ratio inventory and
inventory
Purchase
(f) Trade receivables turnover ratio - -
Due to increase in
(g) Trade payables turnover ratio -
Purchase
Due to Increase in
Receivable and Loan
(h) Net capital turnover ratio Marginal
to Subsidiary Easy
Raw Materials
Due to increase in
(i) Net profit ratio Marginal
Profit
(j) Return on Capital employed - -
(k) Return on investment - - -
293Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
40Other Adjustments on Restatement
Part A: Statement of Restatement Adjustments to Audited Consolidated Financial Statements
Reconciliation of total shareholder's funds as per the Audited Consolidated Financial Statements for the year ended March 31 ,2025, March 31, 2024 and March 31, 2023 with
the total shareholder's funds as per the Restated Consolidated Summary Statement of Assets and Liabilities :
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total Shareholder's Fund 5,328.57 2,875.32 1,481.57
Adjustments:
1. Accounting Impact of acturial valuation of gratuity provision - (4.17) (2.14)
2. Difference on account of Change in Depreciation - (17.20) (8.39)
3. Difference on account of Change in Deferred Tax - 0.24 (3.37)
4. Difference on account of (Increase)/Decrease in expenses - 9.70 (50.43)
5. Difference on account of Change in Provision for Tax - 37.57 32.40
Total Shareholder's funds as per the Restated Consolidated Summary
Statement of Assets and Liabilities 5,328.57 2,901.47 1,449.65
Reconciliation of profit/(loss) for the period after tax as per the Audited Consolidated Financial Statements for the year ended March 31, 2025, March 31, 2024 and March 31,
2023 with the restated profit after tax as per the Restated Consolidated Summary Statement of Profit and Loss:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Profit/(loss) for the year 2,453.25 1,393.75 797.21
Adjustments:
1. Accounting Impact of acturial valuation of gratuity provision 4.16 (2.03) (1.16)
2. Difference on account of Increase in Depreciation 17.20 (8.81) (8.34)
3. Difference on account of Change in Deferred Tax (0.24) 3.61 (2.19)
4. Difference on account of (Increase)/Decrease in expenses (9.70) 60.13 (45.59)
5. Difference on account of Change in Provision for Tax (37.57) 5.18 26.09
Total Profit and Loss as per the Restated Consolidated Summary
Statement of Profit and Loss 2,427.09 1,451.83 766.02
Part B : Notes on Material Adjustments pertaining to prior years
1. Accounting Impact of acturial valuation of gratuity provision
Provision for gratuity is not recognized in Audited Financials which has been recognized in Restated Consolidated Summary Statements.
2. Difference on account of Increase in Depreciation
Corrected depreciation expenses has now been recognized in Restated Consolidated Summary Statements.
3. Difference on account of Change in Deferred Tax
On account of the changes in the depreciation expenses and recognition of provision of gratuity, deferred tax also was recalculated and accordingly has been recognised in
Restated Consolidated Summary Statements.
4. Difference on account of (Increase)/Decrease in expenses
Difference on account of (Increase)/Decrease in expenses, is due to correction of errors in expenses pertaining to the relevant years.
5. Difference on account of Change in Provision for Tax
Since the Restated Profit is changed accordingly, provision for Income Tax also got changed.
Part C : Material Regrouping
Appropriate regroupings have been made in the restated summary statements of assets and liabilities, profit and loss and cash flows, wherever required, by reclassification of the
corresponding items of income, expenses, assets, liabilities and cashflows, in order to bring them in line with the accounting policies and classification as per the financial
information of the Group for the period ended March 31, 2025 prepared in accordance with Schedule III of Companies Act, 2013, and other applicable AS principles and the
requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
Part D : Non adjusting Items
Audit qualifications for the respective years, which do not require any adjustments in the Restated Consildated Summary Statement are as follows:
There is no audit qualification in auditor's report on the Statutory Financial Statements for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 and Interim
Financial statements for the period ended March 31, 2025.
294Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
Additional Regulatory Information
41Details of Benami Property held
The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
42Disclosure where company has given loan or invested to other person or entity to lend or invest in another person or entity
There are no loans and advances granted to promoters, directors, key managerial personnel (KMPs) and the related parties which are repayable on demand
or without specifying any terms or period of repayment except salary advance given to the directors and related parties in accordance with the employee
advance policy of the Group.
43Wilful Defaulter
The Group has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
44Relationship with Struck off Companies
The Group does not have any transactions and balances with companies which are struck off.
45Registration of Charge
The Group does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.
46Undisclosed Income
ThereisnoincomesurrenderedordisclosedasincomeduringtheyearintaxassessmentsundertheIncomeTaxAct,1961(suchassearchorsurvey),that
has not been recorded in the books of account.
47CSR Expenditure
As at March 31, As at March 31,
Particulars As at March 31, 2025 2024 2023
Gross Amount Required to be spent by the Parent Company : 26.00 1 2.65 7.56
Amount spent during the year / period on:
Promoting healthcare including preventive health care 27.50 1 9.45 -
Provision movement during the year/ Period:
Opening provision (Excess)/Shortfall 0.76 7.56 -
Addition during the year / Period 26.00 1 2.65 7.56
Utilised during the year /Period 27.50 1 9.45 -
Closing provision (Excess)/Shortfall ( 0.74) 0.76 7.56
48Details of Crypto Currency
The Group has not traded or invested in crypto currency or virtual currency during the year.
49 Change in name of the Company
PursuanttospecialresolutionpassedbytheMembersintheExtraordinaryGeneralMeetingdatedAugust16,2024andasapprovedbytheRegistrarofthe
Companiessubsequenttoperiodendw.e.f.October4,2024,theParentCompanyhasbeenconvertedfromPrivateLimitedCompanyintoaPublicLimited
CompanyincludingadoptionofnewMemorandumofAssociationandnewArticlesofAssociationasapplicabletothePublicCompanyinplaceofexisting
Memorandum of Association and Articles of Association of the Company.
50TheCompanyhasfiledDraftredherringprospectuswiththeSMEplatformofBSElimitedonMarch21,2025videresolutionpassedintheboardmeeting
datedJanuary13,2025.Subsequenttoperiodend,theCompanyhasreceivedin-principleapprovalfromSMEplatformofBSElimitedonMay30,2025for
listing of its equity shares on SME platform of BSE Limited.
295Chemkart India Limited (Formerly Known as Chemkart India Private Limited)
(CIN: U51220MH2020PLC338631)
(Address: Office No. 403/404, 4th Floor, K.L. Accolade, 6th Road,Santacruz (East), Mumbai-400055, Maharashtra)
Annexure V : Notes to Restated Consolidated Summary Statements
(All Amounts are in Indian Rupees lakhs, unless otherwise stated)
5 1 Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary
Net assets i.e., total assets minus total liabilities Share in profit or Loss
% of consolidated net % of consolidated profit or
Name of the entity in the group Amount (Rs. in lakhs) Amount (Rs. in lakhs)
assets Loss
Parent
Chemkart India Limited (Formerly known
97.54% 5,197.39 101.35% 1,493.16
as Chemkart India Private Limited)
Subsidiaries
- Easy Raw Material Private Limited 2.24% 119.29 -0.78% (11.48)
- Vinstar Biotech Private Limited 0.19% 9.96 -0.66% ( 9.76)
Non controlling Interest in subsidiary
- Easy Raw Material Private Limited 0.01% 0.41 0.01% 0.17
- Vinstar Biotech Private Limited 0.02% 1.16 0.08% 1.17
Grand Total 100.00% 5,328.21 100.00% 1 ,473.26
296OTHER FINANCIAL INFORMATION
ANNEXURE – X: RESTATED CONSOLIDATED STATEMENT OF MANDATORY ACCOUNTING RATIOS
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations and amendments
thereto, as derived from the Restated Consolidated Financial Information, are given below:
(₹ in Lakhs except the percentage % data)
For the year ended
Particulars March 31,
March 31, 2025 March 31, 2023
2024
Net Profit as Restated (A) 2,425.75 1,451.82 766.02
Add: Depreciation 53.05 41.45 25.45
Add: Interest on Loan 181.88 134.44 58.65
Add: Income Tax/Deferred Tax 833.42 543.58 285.71
Less: Other Income 217.78 80.08 30.84
EBITDA 3,276.33 2091.20 1104.99
EBITDA Margin (%) 16.12% 15.84% 8.41%
Net Worth as Restated (B) 5,328.57 2,901.47 1,449.65
Return on Net worth (%) as Restated (A/B) 45.52% 50.04% 52.84%
Equity shares at the end of year (in nos.) (C) 94,99,000 13,57,000 13,57,000
Weighted No. of Equity Share (Pre-Bonus in 94,99,000 13,57,000 13,57,000
(D)
nos.)
Weighted No. of Equity share (Post-Bonus in 94,99,000 94,99,000 94,99,000
(E)
nos.)#
Basic & Diluted Earing per Equity share as 25.54 106.99 56.45
(A/D)
Restated (Pre Bonus)
Basic & Diluted Earing per Equity share as 25.54 15.28 8.06
Restated (after considering sub division and (A/E)
Bonus Impact with retrospective effect)
Net Asset Value Per Equity Share as Restated 56.10 213.82 106.83
(B/D)
(Pre Bonus)
Net Asset Value Per Equity Share as Restated 56.10 30.55 15.26
(After Considering sub division and Bonus (B/E)
Impact with retrospective effect)
Equity shares at the end of year (in Nos.) (F) 94,99,000 13,57,000 13,57,000
Equity shares at the end of year (in Nos. after 94,99,000 94,99,000 94,99,000
(G)
considering sub division and Bonus
Notes:
1. The ratios have been computed as below:
(a) Basic earnings per share (Rs.) -: Net profit after tax as restated for calculating basic EPS / Weighted average number of
equity shares outstanding at the end of the year
(b) Diluted earnings per share (Rs.) -: Net profit after tax as restated for calculating diluted EPS / Weighted average number
of equity shares outstanding at the end of the year for diluted EPS
(c) Return on net worth (%) -: Net profit after tax (as restated) / Net worth at the end of the year
(d) Net assets value per share -: Net Worth at the end of the year / Total number of equity shares outstanding at the end of
the year
(e) EBITDA has been calculated as Profit before Tax + Depreciation + Interest Expenses - Other Income
2972. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted
by the number of equity shares issued during 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 year. In
case of Subdivision and Bonus issue, the event has been considered as if it had occurred at the beginning of restatement
period.
3. Net worth for ratios mentioned is equals to Equity share capital + Reserves and surplus (including, Securities Premium,
General Reserve and surplus in statement of profit and loss).
4. The figures disclosed above are based on the restated financial information.
5. Pursuant to the approval of the Board of Directors at their meeting held on March 28, 2022, Our Company has issued
1,347,000 fully paid-up equity shares to the existing eligible shareholders on a rights basis, based on the equity shares held
by them on the record date of March 28, 2022.
6. Pursuant to the approval of the Board of Directors at their meeting dated December 27, 2024, Our Company offered
81,42,000 fully paid up bonus equity shares to the existing shareholders in the ratio of 6 (six) equity shares for every 1 (one)
equity shares held by them on the record date.
298CAPITALISATION STATEMENT
RESTATED CONSOLIDATED STATEMENT OF CAPITALISATION
The following table sets forth our capitalisation derived from our Restated Consolidated Financial Information as at March
31, 2025 and as adjusted for the offer. 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” on pages 302, 265,
and 31, respectively of this Prospectus.
(₹ in Lakhs)
Pre Offer
Particulars Post Offer*
March 31, 2025
Debt
Short Term Debt 1,692.62 36.65
Long Term Debt 10.20 10.20
Total Debt 1,702.82 46.85
Shareholders’ Fund (Equity)
Share Capital 949.90 1,209.90
Reserves & Surplus 4,378.67 9,799.41
Total Shareholders' Fund (Equity) 5,328.57 11,009.31
Long Term Debt/Equity 0.00 0.00
Total Debt/Equity 0.32 0.00
* The corresponding post issue figures are not determinable at this stage.
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 but excludes installment of term
loans repayable within 12 months grouped under Short term borrowings.
3. The figures disclosed above are based on Restated Financial Information of the Company as at March 31, 2025.
299FINANCIAL INDEBTEDNESS
Our Company has availed borrowings in the ordinary course of our business. Set forth below is a brief summary of our
aggregate outstanding borrowings as on March 31, 2025:
(₹ in Lakhs)
Nature of Borrowing Amount
Secured Borrowing 1,312.40
Unsecured Borrowings 390.42
Total 1,702.82
DETAILS OF BORROWINGS:
Details of Secured Borrowings:
Fund Based
(₹ in Lakhs)
Outstanding
Re-
Name of Sanction Sanction Securities Rate of amount as on (as
Purpose Payment
Lender Date Limit offered Interest p.a. per Books)
Schedule
March 31, 2025
ICICI Bank Working January
2,900.00 Refer Note 1 Refer Note 2 NA 1,292.63
Limited Capital 21, 2022
March 15, Hypothecation 60
Axis Bank Car Loan 44.85 6.90% 19.77
2022 of Car Months
Total 2,945.85 1,312.40
Non- Fund Based
(₹ in Lakhs)
Name of Lender March 31,
Type of Loan Nature of Security Sanctioned Amount
2025
Bank Bank Deposit amounting to Rs. 18.41
ICICI Bank 17.85 17.85
Guarantee lakhs
Details of Unsecured Borrowings:
(₹ in Lakhs)
Name of Lender Purpose Securities Rate of Repayment Outstanding amount as on
offered Interest Schedule (as per Books)
As on March 31, 2025
Parul Mehta Business Loan NA NA On Demand 390.42
Note 1.
Security Nature of
Security Details Facility Description / Property Address
Provider Charge
Immovable Fixed Chemkart India Cash Credit Exclusive Gala no. 7 to 10, Building no. E8, Shree Arihant
Assets Limited & Letter of Charge complex, Ground, First and Second floor, S. No.
(Chemkart India Credit 228 H. No. 5, Mouje Kalher, Bhiwandi, Near
Private Limited) Pipeline road, Arihant complex, Thane,
Bhiwandi, Maharashtra, India, 421302
Immovable Fixed Ankit Mehta & Cash Credit Exclusive 1001, Nandadevi CHSL Prabhat Colony
Assets Parul Mehta & & Letter of Charge Santacruz East, Road no.3, Mumbai, Mumbai,
Shailesh Mehta Credit Maharashtra, India, 400055
Current Assets Chemkart India Cash Credit Exclusive NA
Limited & Letter of Charge
(Chemkart India Credit
Private Limited
300Personal Guarantee Ankit Mehta & Cash Credit NA NA
Parul Mehta & & Letter of
Shailesh Mehta Credit
Note 2.
Rate of Interest: Repo Rate* - 6.50% + Spread Rate - 2.60%
The Repo Rate component of the Interest Rate shall be reset after every 3 months following the date of account opening
/limit set-up /renewal (as applicable), as a sum of Repo Rate + 'Spread', plus applicable statutory levy, if any. The applicable
Repo Rate shall be the rate prevailing one Business Day preceding the reset date.
301MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the Fiscal Years 2025, 2024
and 2023 is based on, and should be read in conjunction with, our Restated Financial Information, including the schedules,
notes and significant accounting policies thereto, included in the chapter titled “Restated Financial Information” beginning
on page 265 of this Prospectus. Our Restated Financial Information have been derived from our audited financial statements
and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are
prepared in accordance with AS.
You should read the following discussion of our financial condition and results of operations together with our restated
financial information included in this Prospectus. You should also read the section titled “Risk Factors” beginning on page
31 of this Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition
and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to
the twelve-month period ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Chemkart India Limited,
our Company. Unless otherwise indicated, financial information included herein are based on our “Restated Financial
Information” for the Financial Years 2025, 2024 and 2023 included in this Prospectus beginning on page 265 of this
Prospectus.
Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates,
expectations or prediction may be “Forward Looking Statements” within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a
difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in
domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and
incidental factors.
BUSINESS OVERVIEW
We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards
the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to
nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of
captivated nutritional supplements and components. We offer products across mainly seven product categories, i.e. Amino
Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably
to adapt to the growing awareness with respect to the needs of nutrition in the food products. For the Financial Year 2025,
our revenue from operations was ₹20,327.85 Lakhs, increasing from ₹13,202.69 lakhs for the Financial Year 2024 and
₹13,137.78 lakhs for the Financial Year 2023, growing at a CAGR of 24.39% between the Financial Years 2023 and 2025.
We specialize in one of the products mainly amino acid (i.e., the process where Amino acids act as the molecules that
combine to form proteins), for further details on the product wise revenue, please see below under the heading “Our
Competitive Strength” on page no. 185.
Our Company was established in the year 2020 as a Private Limited Company under the name Chemkart India Private
Limited vide Certificate of Incorporation dated March 06, 2020 issued by Deputy Registrar of Companies with Mr. Ankit
Shailesh Mehta and Ms. Parul Shailesh Mehta as the initial subscribers to the Memorandum of Association of our Company.
Our Company changed its name to Chemkart India Limited pursuant to issuance of Fresh Certificate of Incorporation dated
October 04, 2024 issued by Assistant Registrar of Companies/Deputy Registrar of Companies/ Registrar of Companies,
Central Processing Centre.
We target the Business to Business (B-to-B) platform which uses our products into manufacturing of finished supplements
which includes sports supplements, health supplements, vitamins, protein products etc. Our product assortment and
customer-centric approach aims to fulfil the daily and aspirational requirements of the end customers with a focus on variety,
affordability, quality and convenience. Since the commencement of our operations, we have developed good standing
relationships with our customers. We also engage actively with our suppliers to improve our supply chain processes.
Our Company carries out its operations from its registered office situated at office no. 403/404, 4th Floor, K.L. Accolade,
6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra, India, 400055 and has a warehouse facility located at Survey no.
228, H. No. 5, Gala no. 7, 8, 9, 10, on ground floor, first floor, second floor, bldg. no. E-8, “Shree Arihant Complex”, Kalher,
Bhiwandi, Thane, Maharashtra, covering an approximate area of 28,259.16 sq. ft.. which consists of blending and grinding
equipment to further process the products as per the customers’ requirements and to store the products being traded to ensure
easy supply chain mechanism. The details for exact usage of the Gala No.’s of the warehouse is provided below under “Our
302Properties” on page no. 220. The facility is equipped with the necessary workforce and a quality department. The in-built
processing and blending facility have a capacity of 1.8 M.T. per day equivalent to 540 M.T. per year from the grinding
machine and 1.5 M.T. per day equivalent to 450 M.T. per year from the blending machine, which are used primarily for
customer-specific blends which are curated by our team as per the customer’s requirement.
The in-built processing and blending facility specialize in processing raw materials such as L-Leucine Instant, L-Isoleucine,
L-Valine, L-Histidine, L-Lysine HCL, DL-Methionine, L-Threonine, L-Phenylalanine, l-tryptophane. This enables us to gain
valuable insights into raw material specifications, better understanding of the customer requirements, and effectively assess
our geographical reach across India. Processing involves setting up blending or grinding type, on the basis of customer’s
demand, inventory levels or forecasted requirements. It outlines the materials, resources and timelines needed for the
upcoming blending or grinding process. Blending process is where the raw materials are mixed or processed according to
the required formula or recipe for the final product and grinding process refers to the process of mechanically breaking down
raw materials into a fine powder by using specialized mills, essentially reducing their particle size to create a consistent and
readily usable form for further processing into various supplements.
Following is the bifurcation of our business operations through trading and processing for the past 3 financial years March
31, 2025, 2024 and 2023:
Based on Audited Standalone Financial Statements:
(₹ in lakhs)
Revenue For the year ended March For the year ended March For the year ended March
Particulars 31, 2025 31, 2024 31, 2023
Revenue From % Revenue From % Revenue From %
Operations Operations Operations
Trading 19,490.86 95.88% 12,855.76 97.37% 13,137.78 100%
Processing 836.99 4.12% 346.93 2.63% - -
Total 20,327.85 100.00% 13,202.69 100% 13,137.78 100%
Based on Audited Consolidated Financial Statements:
(₹ in lakhs)
Revenue For the year ended March For the year ended March For the year ended March
Particulars 31, 2025 31, 2024 31, 2023
Revenue From % Revenue From % Revenue From %
Operations Operations Operations
Trading 19,490.86 95.88% NA NA NA NA
Processing 836.99 4.12% NA NA NA NA
Total 20,327.85 100.00% NA NA NA NA
As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their
certificate dated June 23, 2025.
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain,
and promote diversification through backward integration with following acquisitions:
• Acquired 99% stake of Easy Raw Materials Private Limited (“ERMPL”), in the half year ended September 30 2024 by
entering into a Share Purchase Agreement dated September 01, 2024. ERMPL, is incorporated to engage in carrying on
the business of marketing and trading in nutraceutical products for both human and animal consumption, including but
not limited to vitamins, whey protein, dietary supplements, minerals, amino acids, antioxidants, herbal supplements,
probiotics, prebiotics, and other health and wellness-related products. For further details relating to the above detailed
acquisitions and business activities of the subsidiary Company, see “History and Certain Corporate Matters” on page
233 of this Prospectus.
Further, ERMPL also proposes to engage in manufacture, formulate, package, and sell a wide variety of products such
as vitamin supplements, protein powders, dietary supplements, and other health supplements and wellness-related
products and engage in the distribution, import, export, and retail of nutraceutical and wellness products and to establish
a network of wholesalers, retailers, and e-commerce platforms for the sale of such products. For details relating to the
above diversification and integration, see “Objects of the Offer” on page 99 of this Prospectus.
.
• Acquired 99% stake of Vinstar Biotech Private Limited (“VBPL”), in the half year ended September 30 2024 by entering
into a Share Purchase Agreement dated September 01, 2024. VBPL, is incorporated to engage in importing, trading of
303food ingredients and online sales of different types of food supplements, promote, carry on the business of manufactures
of and dealers in food ingredients, chemicals, chemical compounds (organic and inorganic) in all forms, and chemical
product of any nature and kind whatsoever, and by products and joint product thereof, For further details relating to the
above detailed acquisition and business activities of the subsidiary Company, see “History and Certain Corporate
Matters” on page 233 of this Prospectus.
What is Nutraceutical Product:
The term “nutraceutical” combines the two words of “nutrient,” which is a nourishing food component, and
“pharmaceutical,” which is a medical drug. A dietary supplement represents a product that contains nutrients derived from
food products and is often concentrated in liquid, capsule, powder, or pill form. Our Company deals in the Nutritional food
products.
Our nutraceutical product portfolio comprises mainly over 8 distinct main categories across this industry. Our product
portfolio is diverse and designed to meet the varying requirements of nutritional health needs across multiple age types. As
March 31, 2025, we market our products both domestically and internationally.
Our company offers the following main categories of products:
Amino Acids:
Amino acids are the building blocks of protein. Proteins are long chains of amino acids. Each protein has its own sequence
of amino acids. The sequence makes the protein take different shapes and have different functions in the body.
Sports Nutrition:
Sports nutrition is the study and practice of how to use diet and nutrition to improve athletic performance. It focuses on the
types and quantities of food and fluids an athlete consumes, as well as the nutrients they take in, such as vitamins, minerals,
and supplements.
Health Supplements:
A health supplement, also known as a dietary supplement, is a product that is taken orally to support the body's healthy
functions and improve the diet. Health supplements are not medicines and are not intended to diagnose, treat, or cure diseases.
Our Company is currently promoted by Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai
Mehta led by one of the first-generation Promoters, Mr. Ankit Shailesh Mehta. Our Promoters manage and control the major
affairs of our business operations with their considerable experience in our Industry. Mr. Ankit Shailesh Mehta, and Ms.
Parul Shailesh Mehta have experience of 4 years and 9 years respectively into the nutraceutical industry. We believe that our
success is the result of sustained efforts over the years in key aspects of our business, such as process improvements and
increased scale of operations. For more details, please see the chapter titled, “Our Management” and “Our Promoters and
Promoter Group” on page 240 and 256 of this Prospectus.
The products are tested through third party quality experts who generate their report on the basis of their quality and our
Company deals with only such products which are quality tested and verified appropriately.
KEY PERFORMANCE INDICATORS OF OUR COMPANY
(₹ in Lakhs)
Key Financial Performance March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations (Rs. lakhs) (1) 20,327.85 13,202.69 13,137.78
EBITDA (Rs. lakhs) (2) 3,276.33 2,091.20 1,104.99
EBITDA Margin (%) (3) 16.12% 15.84% 8.41%
PAT (Rs. lakhs) (4) 2,425.75 1,451.82 766.02
Net Profit Ratio (times) (5) 0.12 0.11 0.06
Return on equity (times) (6) 0.59 0.67 0.72
Return on capital employed (times) (7) 0.49 0.51 0.43
Debt-Equity Ratio (times) (8) 0.32 0.43 0.78
Net fixed asset turnover ratio (times) (9) 23.40 24.81 23.68
Current Ratio (times) (10) 2.36 1.99 1.41
As certified by M/s. Bagaria & Co LLP, Chartered Accountants, by way of their certificate dated June 20, 2025.
304Notes:
(1) Revenue from operation means revenue from sale of our products
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs – Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT is calculated as PBT – Total Tax expense
(5) Net profit ratio is calculated by dividing Net Profit to Revenue from Operations
(6) Return on Equity is calculated by comparing the proportion of net income after tax against the amount of average
shareholder equity
(7) Return on Capital Employed is calculated as follows: Profit before tax + Finance Costs (EBIT) divided by (Tangible Net
Worth + Total Debt + Deferred Tax Liabilities)
(8) Debt to Equity ratio is calculated as Total Debt divided by equity
(9) Net Fixed asset turnover ratio is calculated by dividing the Revenue from Operations by net Fixed Assets of the Company
(10) Current Ratio is calculated by dividing Current Assets to Current Liabilities
SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025
In the opinion of the Board of Directors of our Company, since the date of the last fiscal as disclosed in this Prospectus, there
have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company
or the value of its assets or its ability to pay its material liabilities within the next twelve months.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled “Restated Financial
Statements” beginning on page 265 of this Prospectus.
RESULTS OF OUR OPERATION
The following discussion on results of operations should be read in conjunction with the Restated Consolidated Financial
Statements of our Company for the financial years ended on 2025, 2024 and 2023:
(₹ in lakhs)
For the Year Ended on
% of
March March % of Total March 31, % of Total
Particulars Total
31, 2025 31, 2024 Revenue 2023 Revenue
Revenue
Revenue:
Revenue from Operations 20,327.85 98.94% 13,202.69 99.40% 13,137.78 99.77%
Other income 217.78 1.06% 80.08 0.60% 30.84 0.23%
Total revenue 20,545.63 100.00% 13,282.77 100.00% 13,168.62 100.00%
Expenses:
Cost of Material Consumed 748.58 3.64% 10.39 0.08% - -
Purchases of Stock in Trade 17,123.37 83.34% 10,701.57 80.57% 11,986.40 91.02%
Change in inventories of
(1,469.53) (7.15)% (7.59) (0.06%) (582.68) (4.42%)
Stock-in-trade
Employees Benefit Expenses 212.59 1.03% 115.24 0.87% 71.89 0.55%
Finance costs 181.88 0.89% 134.44 1.01% 58.65 0.45%
Depreciation and
53.05 0.26% 41.45 0.31% 25.45 0.19%
Amortization
Other expenses 436.51 2.12% 291.87 2.20% 557.18 4.23%
Total Expenses 17,286.45 84.14% 11,287.37 84.98% 12,116.89 92.01%
Profit before tax 3,259.17 15.86% 1,995.40 15.02% 1,051.73 7.99%
Tax Expense:
Current tax 830.63 4.04% 507.16 3.82% 265.40 2.02%
Deferred Tax 2.62 0.01% 3.84 0.03% 1.89 0.01%
Excess/Short Provision
0.18 0.00% 32.57 0.25% 18.42 0.14%
Written back/off
Net Total Tax Expenses 833.42 4.06% 543.58 4.12% 285.71 2.17%
Less: Minority interest in
(1.35) (0.01)% - - - -
Profit/(Loss)
305Profit After tax 2,427.10 11.81% 1,451.82 10.93% 766.02 5.82%
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors”
beginning on page 31 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors
including the following:
i. Disruption in the stock market in India or Globally.
ii. Failure to comply with laws and regulations prescribed by authorities of the jurisdictions in which we operate;
iii. General economic and business conditions in the markets in which we operate and in the local, regional, national
and international economies;
iv. Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks
associated with our operations;
v. Disruption in the network connection and Internet services;
vi. Recession in the market;
vii. Changes in laws and regulations relating to the industries in which we operate;
viii. Our ability to successfully implement our growth strategy and expansion plans;
ix. Our ability to meet our capital expenditure requirements;
x. Our ability to attract, retain and manage skilled qualified personnel;
xi. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;
xii. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate
policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or
other rates or prices;
xiii. The occurrence of natural or man-made disasters could adversely affect our results of operations and financial
condition;
xiv. Any adverse outcome in the legal proceedings in which we are involved;
xv. Our ability to expand our geographical area of operation;
KEY COMPONENTS OF COMPANY’S PROFIT AND LOSS STATEMENT
Revenue from operations: Revenue from operations mainly consists from Sales of goods/products.
Other Income: Other Income includes foreign currency fluctuation gains and miscellaneous incomes.
Expenses: Company’s expenses consist of Cost of Material Consumed, Purchase of stock in trade, Change in inventories of
stock-in-trade, Employee Benefit Expenses, Finance Cost, Depreciation Expenses, Other Expenses and tax expenses.
Cost of Material Consumed: Cost of Material Consumed includes Purchases of Raw Material for processing goods.
Purchase of Stock-in-Trade: The purchase of stock in trade includes purchases made of the stock.
Increase/Decrease in Stock-in-Trade: Increase/Decrease in Stock in Trade includes Change in Inventory of stock in trade.
Employee Benefits Expense: Employee benefit expenses include Salaries and Wages, Directors Remuneration &
Contribution to provident and other funds etc.
306Finance Cost: Finance Cost includes Interest on Borrowings, bank charges and other borrowing costs.
Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per
the rates set forth in the Companies Act, 2013, as applicable.
Other Expenses: Other expenses include Auditors’ Remuneration, administrative expenses, insurance, professional fees,
advertisement, commission, power and fuel, professional fees, interest on late payment of taxes, Rent, repairs to buildings,
telephone expenses. traveling expenses, transport expenses, warehouse expenses, business promotion expenses,
miscellaneous expenses etc.
FISCAL 2025 COMPARED WITH FISCAL 2024
Revenue from Operation
Revenue from operations increased by 53.97%, from ₹13,202.69 lakhs in fiscal year 2024 to ₹20,327.85 lakhs in fiscal year
2025. This increase was primarily driven by the following:
1. Increase in sale of the products offered by the company. The sale of top 5 products has increased by ₹6,567.30 lakhs
from ₹4,794.90 lakhs in fiscal 2024 to ₹11,362.20 lakhs in fiscal 2025. This was supported by quality assurance, which
enabled customer retention and higher repeat orders from existing clients, boosting average order sizes and frequency.
Amount (₹ Lakhs)
Product Increase
Fiscal 2024 Fiscal 2025
Creatine Monohydrate 200 Mesh 1,919.27 5,108.09 3,188.82
Glycine 1,899.93 3,744.69 1,844.76
L-ARGININE 218.57 780.42 561.85
BCAA 2:1:1 317.39 803.95 486.56
L-Glutathione (Reduced) 439.74 925.05 485.31
Total 4,794.90 11,362.20 6,567.30
2. The company has introduced new products during fiscal 2025 which generated additional revenue of ₹201.14 lakhs.
Amount (₹ Lakhs)
Product
Fiscal 2025
Ginseng Extract 22% U.V. ₹42.50
Whey Protein Isolate ₹42.34
Creatine Monohydrate 80 Mesh ₹24.08
Sorbic Acid ₹17.67
Others (combined) ₹74.55
Total ₹201.14
3. Further company has obtained 335 new customers which contributed ₹3,614.64 lakhs during fiscal 2025.
4. Additional company had been actively in the marketing as it participated in various nutraceutical exhibitions, trade
shows, B2B marketing events, digital outreach and targeted client onboarding.
Other Income
Other income had increased by 171.94% from ₹80.08 lakhs in Fiscal 2024 to ₹217.78 lakhs in Fiscal 2025, due to increase
in Foreign Currency Fluctuation Gain from ₹79.55 lakhs in Fiscal 2024 to ₹212.19 lakhs in Fiscal 2025 and other non-
operating income from ₹0.54 lakhs in Fiscal 2024 to ₹5.59 lakhs in Fiscal 2025
Cost of Material Consumed
The cost of materials consumed include purchases of Raw Material for processing goods, had increased to ₹748.58 lakhs in
fiscal 2025 from ₹10.39 lakhs in fiscal 2024.
Purchase of stock in trade
307Purchase of stock in trade had increased by 60.01% from ₹10,701.57 lakhs in Fiscal 2024 to ₹17,123.37 lakhs in Fiscal 2025.
This increase was primarily due to increase in revenue from operation during fiscal 2025 as compared with that in fiscal
2024.
Increase/Decrease in Stock in Trade
Stock in Trade have increased by ₹1,469.53 lakhs from ₹779.83 lakhs in Fiscal 2024 to ₹2,249.35 lakhs in Fiscal 2025.
Employee Benefit Expenses
Employee benefit expenses had increased by 84.48% from ₹115.24 lakhs in Fiscal 2024 to ₹212.59 lakhs in Fiscal 2025.
This was primarily due to increase in Salaries & wages from ₹108.00 lakhs in Fiscal 2024 to ₹200.89 lakhs in Fiscal 2025,
contribution to provident and other funds from ₹6.50 lakhs in Fiscal 2024 to ₹9.82 lakhs in Fiscal 2025.
Finance Cost
Finance Cost had increased from ₹134.44 lakhs in Fiscal 2024 to ₹181.88 lakhs in Fiscal 2025. This was primarily due to
increase in interest expenses from ₹106.27 lakhs in Fiscal 2024 to ₹143.19 lakhs in Fiscal 2025 and other borrowing cost
from ₹28.17 lakhs in Fiscal 2024 to ₹38.70 lakhs in Fiscal 2025.
Depreciation and Amortization Expenses
Depreciation had increased by 27.99% from ₹41.45 lakhs in Fiscal 2024 to ₹53.05 lakhs in Fiscal 2025. This was primarily
due to capitalising of assets valuing ₹388.31 lakhs in Fiscal 2025.
Other Expenses
Other expenses had increased by 49.56% from ₹291.87 lakhs in Fiscal 2024 to ₹436.51 lakhs in Fiscal 2025. The increase
was primarily due to increase in freight, transport and handling charges by ₹40.58 lakhs, auditors' remuneration by ₹0.75
lakhs, commission by ₹16.86 lakhs, power and fuel by ₹2.07 lakhs, professional fees by ₹41.62 lakhs, telephone expenses
by ₹0.78 lakhs, travelling & conveyance expenses by ₹20.49 lakhs, business promotion by ₹14.53 lakhs, CSR expenses by
₹13.35 lakhs and membership, subscription & license fees by ₹31.43 lakhs during fiscal 2025. These were offset by decrease
in administrative expenses by ₹3.08 lakhs, advertisement by ₹3.70 lakhs, insurance by ₹1.36 lakhs, rent, rates and taxes by
₹0.49 lakhs, repairs and maintenance by ₹22.50 lakhs, miscellaneous expenses by ₹6.63 lakhs in fiscal 2025.
Tax Expenses
The Company’s tax expenses had increased by ₹289.85 lakhs from ₹543.58 lakhs in the Fiscal 2024 to ₹833.42 lakhs in
Fiscal 2025. This was primarily due to increase in current tax expenses during the year which got increased from ₹507.16
Lakhs in the year 2024 to ₹830.63 lakhs in the year 2025, deferred tax has decreased from ₹3.84 Lakhs in the year 2024 to
₹2.62 lakhs in the year 2025 and tax provision written back from ₹32.57 Lakhs in the year 2024 to ₹0.18 lakhs in the year
2025.
Minority Interest
The minority has share of (₹1.35) lakhs in the profit after tax for fiscal 2025.
Profit after Tax
For Fiscal 2025, the Company reported a net profit of ₹2,427.10 lakhs, a significant increase compared to ₹1,451.82 lakhs
in Fiscal 2024. The company's profit margin has remained relatively stagnant, increasing only marginally from 11.00% in
fiscal 2024 to 11.94% in fiscal 2025, averaging 11.47% over the period.
FISCAL 2024 COMPARED WITH FISCAL 2023
Revenue from Operation
Revenue from operations increased by 0.49%, from ₹13,137.78 lakhs in fiscal year 2023 to ₹13,202.69 lakhs in fiscal year
2024. This marginal increase was primarily driven by correction in the pricing of the traded goods post Covid 19. After a
peak in prices in fiscal 2023, the nutraceutical industry experienced a noticeable price correction in fiscal 2024. This decline
308was primarily driven by the resolution of supply chain disruptions and improved availability of raw materials. The following
statistics provide evidence of this trend:
1. Change in price of our top 10 products from fiscal 2023 to fiscal 2024 is as follows:
Product (Rs./ kg) Avg. Price FY’24 Avg. Price FY’23 Price var (%)
Creatine Monohydrate 467 1,271 -63.26%
Inositol 1,425 1,857 -23.26%
L-Glutathione (Reduced) 7,778 10,121 -23.15%
L-Carnosine 12,913 17,826 -27.56%
L-Glutamine 678 740 -8.38%
N-Acetyl L-Cysteine 1,412 1,938 -27.14%
Whey Protein Con 80% 916 1,600 -42.75%
L-Leucine 758 795 -4.65%
L-Carnitine 1,305 3,088 (57.73)%
L-Proline 923 1,418 (34.91)%
2. But company has made improved quantity of sales of these products from Fiscal 2023 to Fiscal 2024 is as follows:
Product (Rs./ kg) Qty FY’24 Qty FY’23 Qty var (%)
Creatine Monohydrate 4,10,632 77,609 429.10%
Inositol 53,475 35,210 51.87%
L-Glutathione (Reduced) 5,654 1,417 299.01%
L-Carnosine 3,221 1,230 161.87%
L-Glutamine 58,425 35,080 66.55%
N-Acetyl L-Cysteine 26,553 15,887 67.14%
Whey Protein Con 80% 37,360 2 1867900.00%
L-Leucine 42,798 27,040 58.28%
L-Carnitine 22,381 16,566 35.10%
L-Proline 29,274 13,025 124.76
3. Additionally, in Fiscal 2024, the company began actively participating as an exhibitor in domestic exhibitions. Below is
a list of the exhibitions attended, along with the number of new customer introductions that successfully converted into
revenue:
Month/ New customer
Exhibition City Focus
Year introductions
Exhibition 1 Feb-2023 Delhi Nutraceuticals Dietary supplements 19
Exhibition 2 Jul-2023 Chennai Pharmaceuticals 4
Exhibition 3 Aug-2023 Mumbai Food ingredients 11
Exhibition 4 Nov-2023 Hyderabad Animal health 2
Exhibition 5 Nov-2023 Delhi Pharmaceuticals and Nutraceuticals 8
Exhibition 6 Feb-2024 Mumbai Nutraceuticals Dietary supplements 24
4. Our company introduced approximately 32 new products, which together contributed ₹885.59 lakhs to our revenue in
Fiscal 2024. Below are the top 10 new products that made the largest contribution to our total revenue.
New Products Qty (kgs) Price/kg Amt (Rs in Lakhs)
WP BCAA 44,725 1,480 661.86
Magnesium L-Threonate 1,947 3,048 59.34
MYO-INOSITOL 2,315 1,401 32.44
Sodium Lactate 60% USP 25,000 100 25.00
309Ginseng Extract 4% 5,000 480 24.00
Cytidine ‘5’ Monophosphate Disodium Salt 319 5,702 18.17
Vitamin A Acetate powder 500CWS 494 2,934 14.49
ALPHA GPC 125 9,728 12.16
Magnesium Taurine 550 1,936 10.65
Ergothioneine 2 4,00,000 8.00
5. Below is a list of our top 10 products, which have shown growth in quantity sold and pricing between Fiscal 2024 and
Fiscal 2023.
(Rs. in Lakhs)
For the financial year ended
Variance
March 31, 2023 March 31, 2024
Item Name Price
Revenu Qty Price Revenu Qty Price Rev growth Qty growth
varianc
e (MT) (Rs/kg) e (MT) (Rs/kg) (%) (%)
e (%)
Creatine
1,919.2 (63.24
Monohydra 410.63 467.39 986.72 77.61 1,271.40 94.51% 429.10%
7 %)
te
Glycine 1,899.9 1,175.6 4,913.2 2,113.4 (30.48
161.61 232.48 (61.33%) (44.37%)
3 5 1 3 %)
Inositol (23.27
761.78 53.48 1,424.56 653.71 35.21 1,856.61 16.53% 51.87%
%)
WP BCAA 661.86 44.73 1,479.85 - - - - - -
L-
10,121.5 (23.16
Glutathione 439.74 5.65 7,777.51 143.37 1.42 206.71% 299.15%
0 %)
(Reduced)
L- 12,913.1 17,826.1 (27.56
415.95 3.22 219.17 1.23 89.78% 161.98%
Carnosine 8 9 %)
L-
395.99 58.43 677.77 259.75 35.08 740.44 52.45% 66.55% (8.46%)
Glutamine
N-Acetyl (27.18
374.80 26.55 1,411.52 307.97 15.89 1,938.48 21.70% 67.13%
L-Cysteine %)
Whey
Protein 1069468.75 1867900.00 (42.74
342.26 37.36 916.12 0.03 0.00 1,600.00
Concentrate % % %)
80%
L-Leucine 324.44 42.80 758.07 215.06 27.04 795.36 50.86% 58.28% (4.69%)
Total - 5,666.6 5,438.7 (18.63
805.53 703.47 629.10 864.53 4.19% 28.05%
Others 6 7 %)
13202.6 2664.0 13137.7
Total 495.59 2936 447.00 0.49% -9.26% 10.87%
9 2 8
Other Income
Other income had increased by 159.68% from ₹30.84 lakhs in Fiscal 2023 to ₹80.08 lakhs in Fiscal 2024, due to increase in
Foreign Currency Fluctuation Gain from ₹30.72 lakhs in Fiscal 2023 to ₹79.55 lakhs in Fiscal 2024.
Cost of Material Consumed
The cost of materials consumed include purchases of Raw Material for processing goods, total amounting to ₹10.39 lakhs
represents 0.08% of Total Revenue.
Purchase of stock in trade
Purchase of stock in trade has decreased by 10.72% from ₹11,986.40 lakhs in Fiscal 2023 to ₹10,701.57 lakhs in Fiscal 2024.
This decline was primarily due to decreased in purchase of stock in trade from ₹11,657.11 lakhs in Fiscal 2023 to ₹10,497.27
lakhs in Fiscal 2024.
Increase/Decrease in Stock in Trade
310Stock in Trade have increased by ₹7.59 lakhs from ₹772.24 lakhs in Fiscal 2023 to ₹779.83 lakhs in Fiscal 2024.
Employee Benefit Expenses
Employee benefit expenses had increased by 60.22% from ₹71.89 lakhs in Fiscal 2023 to ₹115.24 lakhs in Fiscal 2024. This
was primarily due to increase in Salaries & wages from ₹46.31 lakhs in Fiscal 2023 to ₹78.00 lakhs in Fiscal 2024, Directors
Remuneration from ₹24.00 lakhs in Fiscal 2023 to ₹30.00 lakhs in Fiscal 2024 and contribution to provident and other funds
from ₹1.16 lakhs in Fiscal 2023 to ₹6.50 lakhs in Fiscal 2024.
Finance Cost
Finance Cost had increased from ₹58.65 lakhs in Fiscal 2023 to ₹134.44 lakhs in Fiscal 2024. This was primarily due to
increase in interest expenses from ₹34.50 lakhs in Fiscal 2023 to ₹106.27 lakhs in Fiscal 2024 and other borrowing cost from
₹24.15 lakhs in Fiscal 2023 to ₹28.17 lakhs in Fiscal 2024.
Depreciation and Amortization Expenses
Depreciation had increased by 62.89% from ₹25.45 lakhs in Fiscal 2023 to ₹41.45 lakhs in Fiscal 2024. This was primarily
due to capitalising of Building of ₹517.59 lakhs during the end of Fiscal 2023 and further addition of ₹18.77 lakhs during
the Fiscal 2024.
Other Expenses
Other expenses had decreased by 47.52% from ₹557.18 lakhs in Fiscal 2023 to ₹291.87 lakhs in Fiscal 2024. The decrease
was primarily due to decrease in advertisement expense by ₹172.52 lakhs from ₹193.95 lakhs in Fiscal 2023 to ₹21.43 lakhs
in Fiscal 2024, Commission expense by ₹184.85 lakhs from ₹211.41 lakhs in Fiscal 2023 to ₹26.55 lakhs etc. in Fiscal 2024.
Tax Expenses
The Company’s tax expenses had increased by ₹257.87 lakhs from ₹285.71 lakhs in the Fiscal 2023 to ₹543.58 lakhs in
Fiscal 2024. This was primarily due to increase in current tax expenses during the year which got increased from ₹265.40
Lakhs in the year 2023 to ₹507.16 lakhs in the year 2024, deferred tax has increased from ₹1.89 Lakhs in the year 2023 to
₹3.84 lakhs in the year 2024 and tax provision written back from ₹18.42 Lakhs in the year 2023 to ₹32.57 lakhs in the year
2024.
Profit after Tax
For Fiscal 2024, the Company reported a net profit of ₹1,451.82 lakhs, a significant increase compared to ₹766.02 lakhs in
Fiscal 2023. Despite a marginal increase in revenue from operations, the Company successfully improved its profit margin,
which rose from 5.83% in Fiscal 2023 to 11.00% in Fiscal 2024. This enhancement in profitability was largely driven by
following:
1. Company has removed the commission agents appointed in previous year for the sales and has started direct selling of
goods to the customers and vendors during Fiscal 2024. Thus, the commission expenditure has reduced by ₹184.85 lakhs
from ₹211.41 lakhs in the Fiscal 2023 to ₹26.55 lakhs in the Fiscal 2024.
2. Further company has also reduced its advertisement expenditure by ₹172.52 lakhs from ₹193.95 lakhs in the Fiscal 2023
to ₹21.43 lakhs in the Fiscal 2024.
FISCAL 2023 COMPARED WITH FISCAL 2022
Revenue from Operation
Revenue from operations increased by 51.04%, rising from ₹8,698.05 lakhs in fiscal 2022 to ₹13,137.78 lakhs in fiscal 2023.
This growth was primarily driven by growth in the immune health supplements market due to increase in the consumption
of the health supplements post Covid 19. There is a growing consumer demand for dietary supplements that offer multiple
health benefits, including immune support. The following statistics provide evidence of this trend:
1. Below is a list of our top 10 products, which have shown growth in quantity sold and pricing between Fiscal 2022 and
Fiscal 2023.
311*(Rs in Lakhs)
For the Financial Year ended
Variances
March 31, 2023 March 31, 2022
Product Name Price Price Rev Qty Price
Qty Qty
Revenue* (Rs/ Revenue* (Rs/ growth growth variance
(MT) (MT)
kg) kg) (%) (%) (%)
Glycine 4,913.21 2,113 232 3,487.21 918 380 40.89% 130.28% (38.82)%
Creatine
Monohydrate 200 986.72 78 1,271 687.96 66 1,049 43.43% 18.30% 21.24%
Mesh
Inositol 653.71 35 1,857 69.14 11 603 845.45% 207.28% 207.68%
L-Carnitine 511.61 17 3,088 238.97 8 2,950 114.09% 104.51% 4.68%
BCAA 2:1:1 401.27 48 829 344.98 42 829 16.32% 16.31% 0.01%
Taurine 342.35 108 317 199.75 64 310 71.38% 67.54% 2.30%
Rutin 324.04 8 4,298 146.51 3 4,745 121.18% 144.23% (9.44)%
N-Acetyl L-
307.97 16 1,938 240.72 13 1,829 27.94% 20.70% 6.00%
Cysteine
L-Glutamine 259.75 35 740 330.94 49 682 (21.51)% (27.69)% 8.55%
Beta Alanine 243.49 66 368 193.83 42 464 25.62% 58.44% (20.71)%
Total – Others 4,193.66 413 1,017 2,758.03 339 813 52.05% 21.57% 25.07%
Total 13,137.78 2,936 447 8,698.05 1,555 559 51.04% 88.85% (20.02)%
From the table above, it is evident that there has been an 88.85% growth in the quantity sold of our products. In cases where
there was a decrease in quantity sold, the price of the products increased, and vice versa. This dual impact contributed
significantly to the company's revenue growth over the year. The lower prices of Glycine resulted in higher volumes sold to
our customers. Additionally, Creatinine Monohydrate 200 Mesh and Inositol experienced increased demand from certain
customers. Our revenue growth in products such as L-Carnitine, BCAA 2:1:1, Taurine, and Rutin was primarily driven by
an increase in volumes. This two-fold effect helped the company to improve it revenue over the year.
2. Our company introduced approximately 115 new products, which together contributed ₹213.51 lakhs to our revenue in
Fiscal 2023. Below are the top 10 new products that made the largest contribution to our total revenue.
New Products Qty (kgs) Price/kg Amt (Rs in Lakhs)
Alanyl Glutamine 760 5600 42.56
Resverastrol 199 18314.57 36.45
Alkalized Cocoa Powder Dark Brown BC 710 13001 175.03 22.76
Cytidine 5' Monophosphate 271 7047.97 19.10
3-N-Butylphthalide 25 70000 17.50
L-Citrulline DL- Malate 2477 645.35 15.99
Resveratrol 50 17000 8.50
Alkalized Cocoa Powder Light Brown BC310 5000 168 8.40
5-HTP (Hydroxytryptophan) 50 15720 7.86
Alkalized Cocoa Powder Black BC 910 2500 200 5.00
3. In Fiscal 2023 our company also tried hands attending and participating as an exhibitor in the exhibitions. Doing so
company onboarded 19 new customers in the very first exhibition in fiscal 2023. These new customers contributed
almost.
Other Income
Other income had decreased by 31.71% from ₹45.16 lakhs in Fiscal 2022 to ₹30.84 lakhs in Fiscal 2023, due to decrease in
Foreign Currency Fluctuation Gain from ₹44.58 lakhs in Fiscal 2022 to ₹30.72 lakhs in Fiscal 2023.
Purchase of stock in trade
312Purchase of stock in trade has increased by 57.16% from ₹7627.08 lakhs in Fiscal 2022 to ₹11986.40 Lakhs in Fiscal 2023.
This increase was primarily due to decreased in purchase of stock in trade from ₹7,261.68 lakhs in Fiscal 2022 to ₹11,657.11
lakhs in Fiscal 2023.
Increase/Decrease in Stock in Trade
Stock in Trade have increased by ₹582.68 lakhs from ₹189.56 lakhs in Fiscal 2022 to ₹772.24 lakhs in Fiscal 2023.
Employee Benefit Expenses
Employee benefit expenses had increased by 41.16% from ₹50.63 lakhs in Fiscal 2022 to ₹71.46 lakhs in Fiscal 2023. This
was primarily due to increase in Salaries & wages from ₹37.65 lakhs in Fiscal 2022 to ₹46.31 lakhs in Fiscal 2023, Directors
Remuneration from ₹12.00 lakhs in Fiscal 2022 to ₹24.00 lakhs in Fiscal 2023 and Contribution to provident and other funds
from ₹0.98 lakhs in Fiscal 2022 to ₹1.16 lakhs in Fiscal 2023.
Finance Cost
Finance Cost had Increased by 304.72% from ₹14.49 lakhs in Fiscal 2022 to ₹58.65 lakhs in Fiscal 2023. This was primarily
due to increase in interest expenses from ₹8.01 lakhs in Fiscal 2022 to ₹34.50 lakhs in Fiscal 2023 and other borrowing cost
from ₹6.48 lakhs in Fiscal 2022 to ₹24.15 lakhs in Fiscal 2023 due to increase in Short-Term Borrowings.
Depreciation and Amortization Expenses
Depreciation had increased by 3170.68% from ₹0.78 lakhs in Fiscal 2022 to ₹25.45 lakhs in Fiscal 2023. This was primarily
due to addition of Building of ₹517.59 lakhs during Fiscal 2023.
Other Expenses
Other expenses had increased by 9.85% from ₹507.59 lakhs in Fiscal 2022 to ₹557.61 lakhs in Fiscal 2023. The increase
was primarily due to increase in transport expenses by ₹9.89 lakhs, advertisement expenses by ₹182.05 lakhs professional
fees by ₹6.57 lakhs, CSR expenses by ₹7.56 lakhs, decrease in commission by ₹87.41 lakhs, labour charges by ₹42.27 lakhs
in Fiscal 2023.
Tax Expenses
The Company’s tax expenses had increased by ₹101.43 lakhs from ₹184.28 lakhs in the Fiscal 2022 to ₹285.71 lakhs in
Fiscal 2023. This was primarily due to increase in current tax expenses during the year which got increased from ₹183.69
Lakhs in the Fiscal 2022 to ₹265.40 lakhs in the Fiscal 2023, deferred tax has increased from ₹0.59 Lakhs in the Fiscal 2022
to ₹1.89 lakhs in the Fiscal 2023 and tax provision written back of ₹18.42 Lakhs in the Fiscal 2023.
Profit after Tax
For Fiscal 2023, after accounting for taxes at the applicable rates, the Company reported a net profit of ₹766.02 lakhs, from
₹547.93 lakhs in Fiscal 2022. However, the profit margin decreased to 5.83% in Fiscal 2023, down from 6.30% in the
previous year. This decline was primarily due to company has made advertisement expenditure of ₹193.95 lakhs in Fiscal
2022 which has reduced profitability of the company in relative terms. But in absolute terms company has made incremental
profit of ₹218.09 lakhs during Fiscal 2023.
CASH FLOWS
Cash Flows
(₹ in lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Net Profit before tax 3,259.17 1,995.40 1,051.73
Operating profit before working capital changes 3,458.89 2,145.03 1,112.69
Income taxes paid (610.72) (497.38) (365.03)
Net Cash from Operating Activities 396.95 (2.34) 5.90
Net Cash from Investing Activities (425.06) (18.77) (526.35)
Net Cash from Financing Activities 304.61 15.38 532.78
313Cash Flows from Operating Activities
For the financial year ended March 31, 2025
Our cash inflow from operating activities was at ₹396.95 lakhs as compared to the Profit Before Tax at ₹3,259.17 lakhs. Our
operating profit before working capital changes was ₹3,458.89 lakhs for which was primarily adjusted against increase in
Inventories by ₹1,469.53 lakhs, increase in trade receivables by ₹1,418.86 Lakhs, decrease in loans and advances by ₹320.93
lakhs, increase in other current asset by ₹44.45 lakhs, increase in trade payables by ₹93.12 lakhs, increase in other current
liabilities by ₹13.19 Lakhs, increase in short term provisions by ₹54.37 lakhs and Net income taxes paid of ₹610.72 lakhs.
For the financial year ended March 31, 2024
Our cash outflow from operating activities was ₹2.34 Lakhs for the financial year ended March 31, 2024. Our operating
profit before working capital changes was ₹2145.03 Lakhs for the financial year ended March 31, 2024 which was primarily
adjusted against increase in Inventories by ₹7.59 Lakhs, increase in trade receivables by ₹922.86 Lakhs, increase in loans
and advances by ₹700.85 Lakhs, decrease in other current asset by ₹4.92 Lakhs, increase in other non current assets by ₹5.00
Lakhs, decrease in trade payables by ₹113.45 Lakhs, increase in other current liabilities by ₹93.14 Lakhs, increase in short
term provisions by ₹1.70 lakhs and Net income taxes paid of ₹497.38 lakhs.
For the financial year ended March 31, 2023
Our cash inflow from operating activities was ₹5.90 Lakhs for the financial year ended March 31, 2023. Our operating profit
before working capital changes was ₹1112.69 Lakhs for the financial year ended March 31, 2023 which was primarily
adjusted against increase in inventories by ₹582.68 Lakhs, increase in trade receivables by ₹320.52 Lakhs, decrease in loans
and advances by ₹127.23 Lakhs, increase in other current asset by ₹4.92 Lakhs, increase in trade payables by ₹238.32 lakhs,
decrease in other current liabilities by ₹203.72 Lakhs, increase in short term provisions by ₹4.53 lakhs and Net income taxes
paid of ₹365.03 lakhs.
For the financial year ended March 31, 2022
Our cash outflow from operating activities was ₹639.11 Lakhs for the financial year ended March 31, 2022. Our operating
profit before working capital changes was ₹741.83 Lakhs for the financial year ended March 31, 2022 which was primarily
adjusted against increase in Inventories by ₹189.56 Lakhs, increase in trade receivables by ₹1917.67 Lakhs, increase in loans
and advances by ₹292.87 Lakhs, increase in trade payables by ₹828.99 Lakhs, increase in other current liabilities by ₹230.07
Lakhs, increase in short term provisions by ₹5.28 lakhs and Net income taxes paid of ₹45.16 Lakhs.
Cash Flows from Investment Activities
For the financial year ended March 31, 2025
Out cash outflow from investing activities was ₹425.06 lakhs. This was on account of Purchases of Fixed Assets of ₹405.48
lakhs and purchase of fixed deposit of ₹19.58 lakhs.
For the financial year ended March 31, 2024
Our cash outflow from investing activities was ₹18.77 lakhs. This was mainly on account of Purchases of Fixed Assets of
₹18.77 lakhs.
For the financial year ended March 31, 2023
Our cash outflow from investing activities was ₹526.35 lakhs. This was mainly on account of Purchases of Fixed Assets of
₹526.35 lakhs.
For the financial year ended March 31, 2022
Our cash outflow from investing activities was ₹54.77 lakhs. This was mainly on account of Purchases of Fixed Assets of
₹54.77 lakhs.
Cash Flows from Financing Activities
314For the financial year ended March 31, 2025
Our cash inflow from financing activities was ₹304.61 lakhs. This was mainly on account of repayment of Long-Term
Borrowings of ₹9.57 lakhs, proceeds from Short-Term Borrowings of ₹457.64 lakhs, minority interest movement of ₹0.35
lakhs and Interest paid of ₹143.11 lakhs.
For the financial year ended March 31, 2024
Our cash inflow used in financing activities was ₹15.38 lakhs. This was mainly on account of repayment of Long-Term
Borrowings of ₹8.93 lakhs, proceeds from Short-Term Borrowings of ₹130.47 lakhs and Interest paid of ₹106.16 lakhs.
For the financial year ended March 31, 2023
Our cash inflow from financing activities was ₹532.78 lakhs. This was mainly on account of repayment of Long-Term
Borrowings of ₹8.35 lakhs, proceeds from Short-Term Borrowings of ₹575.48 lakhs and Interest paid of ₹34.36 lakhs.
For the financial year ended March 31, 2022
Our cash inflow from financing activities was ₹692.92 lakhs. This was mainly on account of Issuance of Share Capital of
₹134.70 lakhs, proceeds from Long-Term Borrowings of ₹37.04 lakhs, proceeds from Short-Term Borrowings of ₹529.04
lakhs and Interest paid of ₹7.86 lakhs.
RELATED PARTY TRANSACTIONS
Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to
remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled
“Restated Consolidated Financial Statements” beginning on page 265 of this Prospectus.
OFF-BALANCE SHEET ITEMS
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that
have been established for the purposes of facilitating off-balance sheet arrangements.
QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN
THE RESTATED CONSOLIDATED FINANCIAL STATEMENTS
There are no qualifications in the audit report that require adjustments in the Restated Consolidated Financial Statements.
QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Financial Market Risks
Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to
interest rate risk, inflation and credit risk in the normal course of our business.
Interest Rate Risk
Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our
access to funds.
Effect of Inflation
We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework
our margins so as to absorb the inflationary impact.
Credit Risk
We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we
may have to make provisions for or write-off such amounts.
OTHER MATTERS
315Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in
Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from
any Bank or Financial Institution
Except as disclosed in chapter titled “Restated Consolidated Financial Statements” beginning on page 265 of this Prospectus,
there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of
deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the
Company.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.
Unusual or infrequent events or transactions
Except as described in this Prospectus, during the years under review there have been no transactions or events, which in our
best judgment, would be considered “unusual” or “infrequent”.
Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations
Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations.
Major changes in these factors can significantly impact income from continuing operations. There are no significant
economic changes that materially affected our Company’s operations or are likely to affect income from continuing
operations except as described in chapter titled “Risk Factors” beginning on page 31 of this Prospectus.
Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income
from continuing operations
Other than as described in the section titled “Risk Factors” and chapter titled “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations”, beginning on page 31 and 302 of this Prospectus respectively to our
knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on
revenues or income of our company from continuing operations.
Future relationship between Costs and Income
Other than as described in the section titled “Risk Factors” beginning on page 31 of this Prospectus, to our knowledge there
are no factors, which will affect the future relationship between costs and income or which are expected to have a material
adverse impact on our operations and finances.
The extent to which material increases in revenue or income from operations are due to increased volume,
introduction of new products or services or increased prices
Changes in revenue in the last three financial years are as explained in the part “Financial Year 2023-24 compared with
financial year 2022-23 and Financial Year 2022-23 Compared with Financial Year 2021-22” above.
Significant dependence on a single or few Suppliers or Customers
Our revenue is not dependent on a single or a few customers /suppliers.
Status of any publicly announced new products or business segments
Please refer to the chapter titled “Our Business” beginning on page 182 of this Prospectus for new products or business
segments.
The extent to which the business is seasonal
Our business is not seasonal in nature.
Competitive Conditions
316Competitive conditions are as described in the Chapter “Our Business” beginning on page 182 of the Prospectus.
317SECTION VIII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as stated below there is no (i) pending criminal litigation involving our Company, Directors, Promoter or Group
Companies; (ii) actions taken by statutory or regulatory authorities involving our Company, Directors, Promoter or Group
Companies; (iii) outstanding claims involving our Company, Directors, Promoter or Group Companies for any direct and
indirect tax liabilities; (iv) outstanding proceedings initiated against our Company for economic offences; (v) defaults or
non-payment of statutory dues by our Company; (vi) material fraud against our Company in the last five years immediately
preceding the year of this Prospectus; (vii) inquiry, inspection or investigation initiated or conducted under the Companies
Act 2013 or any previous companies law against our Company during the last five years immediately preceding the year of
this Prospectus and if there were prosecutions filed (whether pending or not); (viii) fines imposed or compounding of offences
for our Company in the last five years immediately preceding the year of this Prospectus; (ix) litigation or legal action
against our Promoter by any ministry or Government department or statutory authority during the last five years immediately
preceding the year of this Prospectus; (x) pending litigations involving our Company, Directors, Promoter, Group
Companies or any other person, as determined to be material by the Company’s Board of Directors in accordance with the
SEBI (ICDR) Regulations; or (xi) outstanding dues to creditors of our Company as determined to be material by our
Company’s Board of Directors in accordance with the SEBI (ICDR) Regulations and dues to small scale undertakings and
other creditors.
For the purpose of material litigation in (x) above, our Board has considered and adopted the following policy on materiality
with regard to outstanding litigations to be disclosed by our Company in this Prospectus:
a) All criminal proceedings, statutory or regulatory actions and taxation matters, involving our Company, Promoters,
Directors, or Group Companies, KMPS’s or SMP’s as the case may be shall be deemed to be material;
b) All pending litigation involving our Company, Promoter, Directors, or Group Companies as the case may be, other than
criminal proceedings, statutory or regulatory actions and taxation matters, would be considered ‘material’ (a) the
monetary amount of claim by or against the entity or person in any such pending matter(s) is in excess of lower of the
following shall be considered material:
i. 2% of turnover as per latest annual restated consolidated financial statements of the issuer: Rs. 406.55 Lakhs
ii. 2% of net worth, as per the latest annual restated consolidated financial statements of the issuer, (Not to be
considered if the arithmetic value of the net worth is negative): Rs. 106.57 Lakhs
iii. 5% of the average of absolute value of profit or loss after tax, as per the last 3 annual restated consolidated
financial statements of the issuer: Rs. 77.39 Lakhs
However, where the monetary liability is not quantifiable, each such case involving our Company, Promoter, Directors,
or Group Companies, KMPS’s or SMP’s whose outcome would have a bearing on the business operations, prospects or
reputation of our Company and as required under the SEBI Regulations have been disclosed on our website at
https://chemkart.com/
c) Notices received by our Company, Promoter, Directors, or Group Companies, KMPS’s or SMP’s as the case may be,
from third parties (excluding statutory/regulatory authorities or notices threatening criminal action) shall, in any event,
not be evaluated for materiality until such time that the Company / Directors / Promoter / Group Companies, KMPS’s
or SMP’s as the case may be, are impleaded as parties in proceedings before any judicial forum.
Our Company, our Promoter and/or our Directors, have not been declared as wilful defaulters by the RBI or any
governmental authority, have not been debarred from dealing in securities and/or accessing capital markets by the SEBI
and no disciplinary action has been taken by the SEBI or any stock exchanges against our Company, our Promoter or our
Directors, that may have a material adverse effect on our business or financial position, nor, so far as we are aware, are
there any such proceedings pending or threatened.
OUTSTANDING TAXATION MATTERS INVOLVING OUR COMPANY, DIRECTORS, PROMOTER AND
SUBSIDIARIES, KMPS’s OR SMP’s:
PART 1: LITIGATION RELATING TO OUR COMPANY
318A. FILED AGAINST OUR COMPANY
1) Litigation involving Criminal Laws
NIL
1) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
2) Disciplinary Actions by Authorities
NIL
3) Litigation involving Tax Liability
Indirect Tax: NIL
Direct Tax: NIL
4) Other Pending Litigation based on Materiality Policy of our Company
NIL
B. CASES FILED BY OUR COMPANY
1) Litigation involving Criminal Laws
Cases Filed by Chemkart India Limited against M/s. PERTs Sports Science (Accused) filed under the provisions
of Section 138 r.w.s. 141 of the Negotiable Instrument Act, 1881, for default on account of dishonour of cheques
with remarks “EXCEEDS ARRANGEMENT”, issued against a net balance of payment of Rs. 4,94,163/- efault
in various parties:
Sr. Case Number Accused Cheque No. And Date Nature of Amount
No. Dues Involved
1 Misc. Case PERTs Sports Cheque No. 751511 dated April Business Rs.
/5801678/2024 filed Sciences 25, 2023 for an amount of Rs. transaction 1,64,721/-
and pending before the 54,907/-
Metropolitan Cheque No. 751512 dated May 16,
Magistrate, Bandra, 2023 for an amount of Rs. 54,907/-
Mumbai Cheque No. 751513 dated June 20,
2023 for an amount of Rs. 54,907/-
2 Misc. Case PERTs Sports Cheque No. 751508 date January Business Rs.
/5801677/2024 filed Sciences 1, 2023 for an amount of Rs. transaction 1,64,721/-
and pending before the 54,907/-
Metropolitan Cheque No. 751509 dated
Magistrate, Bandra, February 10, 2023, 2023 for an
Mumbai amount of Rs. 54,907/-
Cheque No. 751510 dated March
16, 2023 for an amount of Rs.
54,907/-
C. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
D. Disciplinary Actions by Authorities
319NIL
4) Litigation involving Tax Liability
Indirect Tax: NIL
Direct Tax: NIL
5) Other Pending Litigation based on Materiality Policy of our Company
NIL
PART 2: LITIGATION RELATING TO OUR PROMOTERS/ DIRECTORS/ KEY MANAGERIAL PERSONS /
SENIOR MANAGERIAL PERSONS OF THE COMPANY
E. LITIGATION AGAINST OUR PROMOTERS/ DIRECTORS /KEY MANAGERIAL PERSONS/SENIOR
MANAGERIAL PERSONS
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax:
Chemkart (Parul Shailesh Mehta) (Promoter cum Director):
Amount
Sr. Name of Notice /Demand Order Id & Notice /Order Current
Entity and GSTIN in Dispute
No Authority Period Description Status
(Rs.)
1. M/s. Chemkart Deputy SCN reference No. Show Cause Rs. The
(Proprietorship of Ms. Commissioner ZD270623041355H dated notic issued 2,48,616/- Amount
Parul Mehta of State Tax, June 22, 2023 followed by alledging the (Tax: Rs. is
Promoter) Bandra West, Demand Order in DRC-07 assessee of non 1,31,186/-; pending
Santacruz bearing no. payment or Interest: to be
27ADFPA9422N1ZD ZD270723004823H dated short payment Rs. paid by
July 04, 2023 or 320rroneous 97,430/-; the
refund of input Penalty: assessee
Period: 2019-2020 tax credit Rs.
followed by 20,000/-)
Demand order
issued u/s. 73
of the GST Act
2. M/s. Chemkart Deputy DRC-01A Intimation of Rs. The
(Proprietorship of Ms. Commissioner ZD2709240534438 dated tax ascertained 8,80,494/- assessee
Parul Mehta of State Tax, September 23, 2024 as being is yet to
Promoter) Bandra West, Period: 2021-22 payable under file
Santacruz Section 73(5) response
320Amount
Sr. Name of Notice /Demand Order Id & Notice /Order Current
Entity and GSTIN in Dispute
No Authority Period Description Status
(Rs.)
27ADFPA9422N1ZD of the GST Act to the
due to notice
discrepancies
in retuens filed
3. M/s. Chemkart Deputy Intimation in AsmT-10 Notice issued Rs. The
(Proprietorship of Ms. Commissioner bearing no. u/s. 61, 68,82,000/- assessee
Parul Mehta of State Tax, ZD270225050171U dated intimating towards tax is yet to
Promoter) Bandra West, February 10, 2025 discrepanc in file
Santacruz Period: 2022-23 the return after response
27ADFPA9422N1ZD scrutiny to the
notice
Direct Tax: NIL
5) Other Pending Litigation based on Materiality Policy of our Company
NIL
LITIGATION FILED BY OUR PROMOTERS/ DIRECTORS/ KEY MANAGERIAL PERSONS/SENIOR
MANAGERIAL PERSONS
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax: NIL
Direct Tax: NIL
5) Other Pending Litigation based on Materiality Policy of our Company
NIL
PART 3: LITIGATION RELATING TO OUR SUBSIDIARIES AND/OR GROUP COMPANIES
LITIGATION AGAINST OUR SUBSIDIARIES AND /OR GROUP COMPANIES
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
321NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax: NIL
Direct Tax: NIL
5) Other Pending Litigation based on Materiality Policy of our Company
NIL
F. LITIGATION FILED BY OUR SUBSIDIARIES AND/ OR GROUP COMPANIES
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax: NIL
Direct Tax: NIL
5) Other Pending Litigation based on Materiality Policy of our Company
NIL
DISCIPLINARY ACTION INCLUDING PENALTY IMPOSED BY SEBI OR STOCK EXCHANGES AGAINST
THE PROMOTER, DIRECTORS, KEY MANAGERIAL PERSON, SENIOR MANAGERIAL PERSONS, GROUP
COMPANIES AND PROMOTOR GROUP DURING THE LAST 5 FINANCIAL YEARS
There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters, Directors
or Group Companies during the last 5 financial years including outstanding actions except as disclosed above.
PAST INQUIRIES, INSPECTIONS OR INVESTIGATIONS
There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any
previous company law in the last five years immediately preceding the year of this Prospectus in the case of our Company,
Promoter, Directors. Other than as described above, there have been no prosecutions filed (whether pending or not) fines
imposed, compounding of offences in the last five years immediately preceding the year of the Prospectus
OUTSTANDING LITIGATION AGAINST OTHER PERSONS AND COMPANIES WHOSE OUTCOMECOULD
HAVE AN ADVERSE EFFECT ON OUR COMPANY
As on the date of the Prospectus, there is no outstanding litigation against other persons and companies whose outcome could
322have a material adverse effect on our Company.
PROCEEDINGS INITIATED AGAINST OUR COMPANY FOR ECONOMIC OFFENCES
There are no proceedings initiated against our Company for any economic offences.
NON-PAYMENT OF STATUTORY DUES
As on the date of the Prospectus there have been no (i) instances of non-payment or defaults in payment of statutory dues by
our Company, (ii) over dues to companies or financial institutions by our Company, (iii) defaults against companies or
financial institutions by our Company, or (iv)contingent liabilities not paid for.
MATERIAL FRAUDS AGAINST OUR COMPANY
There have been no material frauds committed against our Company in the five years preceding the year of this Prospectus.
DISCLOSURES PERTAINING TO WILFUL DEFAULTERS
Neither our Company, nor our Promoters, nor Group Companies and nor Directors have been categorized or identified as
wilful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful
defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.
DISCLOSURES PERTAINING TO FRAUDULENT BORROWER
Our Company or any of our Promoters or Group Companies or Directors are not declared as ‘Fraudulent Borrower’ by the
lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016.
MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE
Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of
Operations” beginning on page 302 there have been no material developments that have occurred after the Last Balance Sheet
Date.
OUTSTANDING DUES TO CREDITORS
In accordance with the Materiality Policy (exceeding 10% of company’s restated consolidated trade payables: Rs. 104.70
Lakhs) of last details of outstanding dues (trade payables) owed to MSME (as defined under Section 2 of the Micro, Small
and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at March 31, 2025, on a
consolidated basis, are set out below:
Name Balance as on March 31, 2025 (Rs. in
Lakhs)
Total Outstanding dues to Micro and Small & Medium Enterprises -
Total Outstanding dues to Creditors other than Micro and Small & Medium
1,046.97
Enterprises
The details pertaining to outstanding dues to the material creditors along with names and amounts involved for each such
material creditor are available on the website at https://chemkart.com/
323GOVERNMENT AND OTHER STATUTORY APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business (as applicable on date of this Prospectus) and except as mentioned
below, no further approvals are required for carrying on our present business.
In view of the approvals listed below, we can undertake this Offer and our current/proposed business activities and no further
major approvals from any governmental or regulatory authority or any other entity are required to be undertaken in respect
of the Offer or to continue our business activities. It must be distinctly understood that, in granting these approvals, the
Government of India does not take any responsibility for our financial soundness or for the correctness of any of the
statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date of
this Prospectus.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company
to carry out its activities. The following are the details of licenses, permissions and approvals obtained by the Company
under various Central and State Laws for carrying out its business:
Approvals In Relation to Our Company’s incorporation
1. Certificate of Incorporation dated March 06, 2020 from the Deputy Registrar of Companies, Central Registration
Centre, issued under the Companies Act, 2013 as “Chemkart India Private Limited” (Company Identification no.
U51220MH2020PTC338631)
2. Fresh Certificate of Incorporation dated October 04, 2024 from the Assistant Registrar of Companies, Deputy Registrar
of Companies, Registrar of Companies, Central Processing Centre, consequent to conversion of the Company from
“Chemkart India Private Limited” to “Chemkart India Limited” (Corporate Identification No. -
U51220MH2020PLC338631)
Approvals in relation to the Offer
Corporate Approvals
1. Our Board of Directors has, pursuant to resolutions passed at its meeting held on January 13, 2025 authorized the Offer,
subject to the approval by the shareholders of our Company under section 62(1) (c) of the Companies Act, 2013.
2. Our shareholders have, pursuant to a resolution dated January 16, 2025, under Section 62(1) (c) of the Companies Act,
2013, authorized the Offer.
3. Our Board of Directors has, pursuant to a resolution dated March 21, 2025,June 24, 2025 and July 10, 2025 authorized
our Company to take necessary action for filing the Draft Red Herring Prospectus,Red Herring Prospectus and
Prospectus respectively with BSE SME.
Approvals from Stock Exchange
1. Our Company has received in- principle listing approval from the BSE SME dated May 30,2025, Letter Referance
Number: LO\SME-IPO\PG\IP\85\2025-26 for listing of Equity Shares issued pursuant to the issue.
Other Approvals
1. The Company has entered into a tripartite agreement dated May 06, 2024 with the Central Depository Services (India)
Limited (CDSL) and the Registrar and Transfer Agent, who in this case is Bigshare Services Private Limited, for the
dematerialization of its shares.
2. The Company has entered into an agreement dated October 28, 2024 with the National Securities Depository Limited
(NSDL) and the Registrar and Transfer Agent, who in this case is Bigshare Services Private Limited, for the
dematerialization of its shares.
APPROVALS / LICENSES / PERMISSIONS IN RELATION TO OUR BUSINESS:
Tax Related Approvals
324S. Description Address of Place of Business / Registration Issuing Date of Date of
N Premises Number Authority issue Expiry
o
1. Permanent M/s. Chemkart India Limited AAICC6748A Income March Valid till
Account Number Tax 06, 2020 Cancelle
(PAN) Departmen d
t
2. Tax Deduction M/s. Chemkart India Limited, MUMC26235G Income March Valid till
and Collection Tax 06, 2020 Cancelle
Account Number 403/404, 4th Floor, K.L. Accolade, Departmen d
(TAN) 6th Road, TPS III, Santacruz (East), t
Mumbai, Mumbai, Maharashtra,
India, 400055
3. GST Registration M/s. Chemkart India Limited, 27AAICC6748 Goods and issued on Valid till
Certificate A1ZP Services March Cancelle
4th Floor, 403/404, KL Accolade, Tax 11, 2020 d
6th Road, Santacruz Sub Post department
Office, Santacruz East, Mumbai Latest
Suburban, Maharashtra, 400055 Amended
Certificat
Additional Place business: e dated
Ground Floor, 1451/7, E-8, Gala No Decembe
7 to 10, Shree Arihanth Compound, r 30,
Reti Bandar Road, Kalher, 2024
Bhiwandi, Thane, Maharashtra,
421302
4. Professions Tax M/s. Chemkart India Private 27702144815P Maharashtr Certificat Valid till
Registration Limited, a State Tax e with Cancelle
Certificate Departmen effect d
(P.T.R.C) E-8, Gala No 7 To 10, Ground t from
Floor, Shree Arihanth Compound, April 27,
Reti Bunder Road, Kalher, 2023
Bhiwandi, Thane, 421302
5. Professions Tax M/s. Chemkart India Private 99264560430P Maharashtr Certificat Valid till
Enrollment Limited, a State Tax e with Cancelle
Certificate Departmen effect d
(P.T.E.C) E-8, Gala No 7 to 10, Ground Floor, t from
Shree Arihanth Compound, Reti April 01,
Bunder Road, Kalher, Bhiwandi, 2023
Thane, 421302
Certificat
e Issue
Date
April 27,
2023
Registrations related to Labour Laws:
S. Description Address License Issuing Date of Date of
No. Number Authority issue Expiry
1 UDYAM M/s. Chemkart India Limited, UDYAM-MH- Ministry of March Valid till
Registration 19-0053716 Micro, 26, 2021 Cancelle
Certificate 403/404, K. L. Accolade 4th Floor, Small and d
6th Road Above Capitan Gym, Medium
Mumbai Suburban, Santacruz East, Enterprises
Mumbai, Maharashtra 400055
2 Registration under M/s. Chemkart India Private 3500084829000 Employees’ August Valid till
Employee State Limited, 0304 State 26, 2023 Cancelle
Insurance Act Insurance d
(ESIC) Corporation
, Mumbai
325403-404, 4th Floor, K L Accolade
6th Road, Near R.k. Hospital
Santacruz East, 400055
3 Registration under M/s. Chemkart India Private 3435084829001 Employees’ August Valid till
Employee State Limited, 0304 State 26, 2023 Cancelle
Insurance Act Insurance d
(ESIC) 1451/7, E-8, Gala No 7 to 10, Shree Corporation
Arihanth Compound, , Mumbai
RetiBunder Road, Kalher,
Bhiwandi
4. Registration under M/S. Chemkart India Private MHBAN30531 Employees' August Valid till
the Employees Limited, 32000 Provident 26, 2023 Cancelle
Provident fund Fund d
(EPF) 403-404, 4th Floor, K L Accolade Organisatio
6th Road, Near R.K. Hospital, n, Mumbai
Santacruz East Mumbai Suburban
Maharashtra - 400055
5. Registration under Chemkart India Limited Intimation no. Maharashtr February Valid till
The Maharashtra 890950439/HE a 25, 2025 Cancelle
Shops and 4Th Floor, 403/404, Kl Accolade, Ward/Shop I shop and d
Establishment Act 6Th Road, Santacruz Sub Post Establishm
1948 Office, Santacruz East, Mumbai ents
Suburban, Maharashtra, 400055
6. Registration under Chemkart India Limited 101211232503 Maharashtr January Valid till
The Maharashtra a 28, 2025 Cancelle
Shops and 1451/E8/7-8-9-10, Arihant shop and d
Establishment Act Godown Complex, Kalher, Near Establishm
1948 Shilpa Hotel, Bhiwandi, Kalher ents
City, Bhiwandi, Thane 421302,
Maharashtra, India
7. Registration under Chemkart India Private Limited 890465993/HE Maharashtr April 14, Valid till
The Maharashtra Ward/ a 2021 Cancelle
Shops and A/201/106, Nandadevi CHS, Commercial II Shop and d
Establishment Act Prabhat Colony Road No. 8, Near Establishm
1948 Yatri Road, Santacruz East, ents
Mumbai-400055, Maharashtra,
India (Laboratory Chemicals)
Business Related Approvals:
S. Description Address of Premises Registration Issuing Date of Date of
No. Number Authority issue Expiry
1. Import Export M/s. Chemkart India Limited AAICC6748A Ministry of August Valid till
Code (IEC) Commerce 20, 2020 Cancelle
Office No 403/404, 4th Floor, K L and Industry d
Accolade, Road No 6, Nr R K Directorate Latest
Hospital, Santacruz East, Mumbai, General of modified
Mumbai Suburban, Maharashtra, Foreign certificate
400055 Trade dated –
December
31, 2024
2. Registration M/s. Chemkart India Private IM-09-000-03- Central March 09, Validity
Certificate For Limited AAICC6748A- Pollution 2023 extended
Importer (Under 23 Control till
Rule-13(2) of the 1451/7, E-8, Gala No 7 to 10,Shree Board, cancellat
Plastic Waste Arihanth Compound,RetiBunder Delhi ion /
Management Road, Kalher, Bhiwandi, Thane, change
Rules, 2016 as Maharashtra, 421302 by the
amended) applican
326S. Description Address of Premises Registration Issuing Date of Date of
No. Number Authority issue Expiry
t, vide
notice
no. CP-
20/6/202
3-UPC-
II-HO-
CPBC-
HO
dated
August
28, 2023
3. ISO 9001:2015 M/s. Chemkart India Private EUAC/QMS/10 PCMS March 08, March
Quality Limited, 20-2024 Worldwide 2024 07, 2027
Management Limited
Systems of 1451/7, E-8, Gala no.-7 to 10,Shree
Importers, Arihanth Compound, Reti Bunder
Manufacturers Road, Kalher, Bhiwandi, Thane -
And Distributors 421302 (Maharashtra) (India)
Of Health
Supplements,
Pharma Bulk
Drugs, Food And
Feed Ingredients
4. ISO 9001:2015 M/s. Chemkart India Private IN/50413612/55 ICV June 06, June 05,
Limited, 47 Assessment 2024 2027
Quality s Private
Management 403/404, 4th Floor, Kl Accolade, Limited
System for 6th Road, Santacruz Post Office,
Importer and Mumbai Suburban – 400055,
Distributors of Maharashtra India
Health
Supplements,
Pharma Bulk
Drugs, Food and
Feed Ingredients
5 ISO 22000:2018 M/s. Chemkart India Limited, Certificate UK June 06, June 05,
Number: Certificatio 2024 2027
403/404, 4th Floor, Kl Accolade, UQ- n &
6th Road, Santacruz Post Office, 2024060603 Inspection
Mumbai Suburban – 400055, Limited
Maharashtra India
5 FSSAI License for M/s. Chemkart India Private 1002102200086 Food Safety Originally March
Manufacturer- Limited, 7 (Central and issued on 28, 2027
Food or Health license) Standards March 29,
Supplements and 403/404, 4th Floor, Kl Accolade, Authority of 2021
Nutraceuticals etc. 6th Road, Santacruz Post Office, India
(Trade / Retail- Mumbai Suburban – 400055, Last
Importer, Maharashtra India renewed
wholesaler, on March
Distributor, Unit No. 7 TO 10, Building E8, 29, 2024
Merchant- Shree
Exporter) Arihant Complex, Kalher, Last
Bhiwandi Modified
Tahashil (Except Biwandi on –
Municipal January
Corporation & Kasheli, Kalher, 15, 2025
Rehanal, Purna revenue villeges),
Bhiwandi Municipal Corporation
(Thane Zone-5) , Maharashtra-
327S. Description Address of Premises Registration Issuing Date of Date of
No. Number Authority issue Expiry
421302
6. Global M/s. Chemkart India Limited, QCS-2024- QCS June 06, June 05,
Accreditation CAPL-0103 Certificatio 2024 2027
Certification 403/404, 4th Floor, KL Accolade, n
Board (GACB) to 6th Road, Santacruz East, Mumbai
comply with Suburban, Mahrashtra-400055,
HALAL India
Assurance System
Guidelines
7. MQA Certification M/s. Chemkart India Limited KOSHER/24M0 MQA June 06, June 05,
Services 2824 Certificatio 2024 2027
(KOSHER) 403/404, 4th Floor, KL Accolade, n Services
6th Road, Santacruz East, Mumbai
Suburban, Mahrashtra-400055,
India
8. Fire NOC Chemkart India Limited SSFSS/2025/F1 Safe Stakes March 07, January
7 Fire Safety 2025 12, 2026
4Th Floor, 403/404, Kl Accolade, Services
6Th Road, Santacruz Sub Post
Office, Santacruz East, Mumbai
Suburban, Maharashtra, 400055
9. Fire NOC Chemkart India Limited SSFSS/2025/F1 Safe Stakes March 07, January
8 Fire Safety 2025 12, 2026
1451/E8/7-8-9-10, Arihant Services
Godown Complex, Kalher, Near
Shilpa Hotel, Bhiwandi, Kalher
City, Bhiwandi, Thane 421302,
Maharashtra, India
INTELLECTUAL PROPERTY
Trademarks registered/Objected/Abandoned in the name of our company
S. Brand Name/Logo Class Application Owner Authority Validity Current
No Trademark number and Status
Date
1. Device - “Chemkart” 5 6794483 Dated M/s. Trade -- Formalities
January 08, 2025 Chemkart Marks Check Pass
India Limited Registry
2. Device - “Chemkart” 35 6794484 Dated M/s. Trade -- Formalities
January 08, 2025 Chemkart Marks Check Pass
India Limited Registry
Domain Name
Sr. Domain Name and ID Registry Domain ID Registrant Name, Registry
Creation
No. Address Expiry
Date
Date
Chemkart India Creation date: January 13,
1. www.chemkart.com IANA ID: 1495
Limited January 13, 2016 2027
Domain Id: May 17, 2014
Chemkart India May 17,
2. https://www.chemkart.in/# D8413969-IN (updated on April
Limited 2026
IANA ID: 801217 24, 2024)
Approvals in relation to the Object of the Offer:
328One of the objects of the Issue is to build a manufacturing structure and a warehouse on the land of a subsidiary through
investment in the subsidiary. Accordingly, following are the approvals obtained or to be obtained by our subsidiary M/s. Easy
Raw Materials Private Ltd.
S. No. Description Address of Premises Registration Issuing Date of Date of
Number / Authority issue/ Expiry
application Number Applicat
ion
1. Approval of M/s. Easy Raw Materials Pvt. Approval letter Jawarharla Issued Valid till
Building plans Ltd. JNPA/SEZ/EZRM/F l Nehru January Cancelle
and Assurance of 1/2025/141 Port 28, 2025 d
Development Plot No. F1, Sector 7 in JNPA Authority
permission for SEZ, Nhava Sheva, Uran, Navi
Packaging, Mumbai, Maharashtra
Manufacturing
and Trading unit
2. Development M/s. Easy Raw Materials Pvt. Letter Number: Jawarharla Issued -
Permission for Ltd. JPNA- l Nehru May
Industrial SEZ/SPA/BP/24/621 Port 27,2025
Building and Plot No. F1, Sector 7 in JNPA Authority
Commencement SEZ, Nhava Sheva, Uran, Navi
Certificate Mumbai, Maharashtra
3. Combined M/s. Easy Raw Materials Pvt. Consent No. Maharasht Decemb Decembe
Consent to Ltd. 0000223960/Indus- ra er 27, r 26,
Establish under Id-237612 Pollution 2024 2029
Water (P&CP), Plot No. F1, Sector 7 in JNPA Control
1974, Air SEZ, Nhava Sheva, Village For manufacturing of Board
(P&PC) Act, Sonari & Jaskhar, Uran, Navi Tablets, Capsules,
1981 and Mumbai, Maharashtra Powder jars &
Hazardous and Sachets and
Other Wastes (Pharmaceuticals
(M&TM) Rules, Formulations) and
2016 (Orange Warehouse of
Category) Pharmaceutical
Products
4. Provisional Fire M/s. Easy Raw Materials Pvt. JNP/SEZ/Provisional Safety April 11, ---
NOC Ltd. Fire/2025/06 Officer, 2025
JNPA SEZ,
Plot No. F1, Sector 7 in JNPA Navi
SEZ, Nhava Sheva, Uran, Navi Mumbai
Mumbai, Maharashtra
5. Approval of M/s. Easy Raw Materials Pvt. Original approval Office of Originall Valid till
Trading activity Ltd. letter: Developme y May 25,
SEEPZ/NEWSEZ/JN nt approved 2026
Plot No. F1, Sector 7 in JNPA PA-SEZ/ERMPL/ Commissio on May
SEZ, Nhava Sheva, Uran, Navi 47/2022-23/07575 ner, DC 26, 2023
Mumbai, Maharashtra SEEPZ
Extension letter: SEZ, Approva
SEZONLINE/INPJN Mumbai l
6/192400001662 extensio
n date:
Extension letter: May 26,
F. No. 2024
SEEPZ/NEWSEZ/JN
PA- 2nd
SEZ/ERMPL/47/202 Approva
2-23/04806 l
Extensio
n date:
May 26,
2025
329S. No. Description Address of Premises Registration Issuing Date of Date of
Number / Authority issue/ Expiry
application Number Applicat
ion
6. Approval of M/s. Easy Raw Materials Pvt. Original approval Office of Originall Valid till
Manufacturing Ltd. letter: Developme y May 24,
Activity SEEPZ/NEWSEZ/JN nt approved 2026
Plot No. F1, Sector 7 in JNPA PA-SEZ/ERMPL/ Commissio on May
SEZ, Nhava Sheva, Uran, Navi 44/2022-23/07588 ner, DC 26, 2023
Mumbai, Maharashtra SEEPZ
Extension letter: SEZ, Approva
SEZONLINE/INPJN Mumbai l
6/192400001651 extensio
n date:
Extension letter: May 25,
F. No. 2024
SEEPZ/NEWSEZ/JN
PA- 2nd
SEZ/ERMPL/44/202 Approva
2-23/04805 l
Extensio
n date:
May 25,
2025
Approvals in Relation to Our Wholly Owned Subsidiary M/s. Easy Raw Materials Private Limited:
Other Approvals in Relation to M/s. Easy Raw Materials Private Limited (a subsidiary of the issuer Company in which
investment is to be made for the purpose of Object):
S. No. Description Address of Premises Registration Number Issuing Date of Date of
Authority issue Expiry
1. Certificate of M/s. Eazy Raw Materials Corporate Identity Deputy December Valid till
incorporation Private Limited number: Registrar 14, 2020 cancelled
U51909MH2020PTC of
4Th Floor, 403/404, Kl 351813 Companie
Accolade, 6Th Road, Santacruz s issued on
Sub Post Office, Santacruz Registration number: behalf of
East, Mumbai Suburban, 351813 Jurisdictio
Maharashtra, 400055 nal
Registrar,
Central
Registrati
on Centre
2. Certificate of M/s. Easy Raw Materials Corporate Identity Registrar July 07, Valid till
change of Name Private Limited number: of 2021 cancelled
from “M/s. Eazy U51909MH2020PTC Companie
Raw Materials 351813 s, Mumbai
Private Limited”
To “M/s. Easy Registration number:
Raw Materials 351813
Private Limited”
3. Permanent M/s. Easy Raw Materials AAGCE2409J Income December Valid till
Account Number Private Limited Tax 14, 2020 cancelled
(PAN) Departme
nt
4. Tax Deduction M/s. Easy Raw Materials MUME14006G Income December Valid till
Account Number Private Limited Tax 14, 2020 cancelled
(TAN) Departme
4Th Floor, 403/404, Kl nt
Accolade, 6Th Road, Santacruz
330S. No. Description Address of Premises Registration Number Issuing Date of Date of
Authority issue Expiry
Sub Post Office, Santacruz
East, Mumbai Suburban,
Maharashtra, 400055
5. GST Registration M/s. Easy Raw Materials 27AAGCE2409J1ZO Goods and issued on Valid till
Certificate Private Limited Services October cancelled
Tax 14, 2022
4Th Floor, 403/404, Kl departmen
Accolade, 6Th Road, Santacruz t Latest
Sub Post Office, Santacruz Amended
East, Mumbai Suburban, Certificat
Maharashtra, 400055 e dated
February
17, 2025
6. GST Registration M/s. Easy Raw Materials 27AAGCE2409J2ZN Goods and issued on Valid till
Certificate Private Limited Services May 25, Cancelle
Tax 2023 d
Plot No. F1, Sector 7, JNPA departmen
SEZ, JNPT Road, JNPT SEZ, t Latest
Elephanta Caves, Raigad, Uran, Amended
Navi Mumbai, Maharashtra Certificat
e dated
Additional Place of Business: July 12,
2024
Unit-2, Plot No. F1, Sector 7,
JNPA SEZ, JNPT Road, JNPT
SEZ, Elephanta Caves, Raigad,
Uran, Navi Mumbai,
Maharashtra
8. Import Export M/s. Easy Raw Materials AAGCE2409J Ministry January Valid till
Code (IEC) Private Limited of 24, 2023 Cancelle
Commerc d
4Th Floor, 403/404, Kl e and
Accolade, 6Th Road, Santacruz Industry
Sub Post Office, Santacruz Directorat
East, Mumbai Suburban, e General
Maharashtra, 400055 of Foreign
Trade
9. Registration 4Th Floor, 403/404, Kl Intimation application Labour March 11, Valid till
under The Accolade, 6Th Road, Santacruz ID No. Departme 2025 Cancelle
Maharashtra Sub Post Office, Santacruz 890955933/HE Ward/ nt, d
Shops and East, Mumbai Suburban, Shop I Mumbai,
Establishment Maharashtra, 400055 Maharasht
Act 1948 ra
10. Word EZRM M/s. Easy Raw Materials Application no. Trade Current NA
Private Limited 6205049 dated Mark Status:
December 02, 2023 Registry, Objected
filed under Class 5 Mumbai
In addition to above licenses and approvals and except as stated in this chapter, it is hereby mentioned that no application has
been made for license / approvals required by the Company and no approval is pending in respect of any such application
made with any of the authorities except that for change of name of the issuer Company pursuant to change of its constitution
from Private Limited to Public Limited.
Approvals in Relation to Our Wholly Owned Subsidiary M/s. Vinstar Biotech Private Limited:
Other Approvals in Relation to M/s. Vinstar Biotech Private Limited (a subsidiary of the issuer Company in which
investment is to be made for the purpose of Object):
331S. No. Description Address of Premises Registration Issuing Date of Date of
Number Authorit issue Expiry
y
1. Certificate of M/s. Vinstar Biotech Private Corporate Identity Deputy March 16, Valid till
incorporation Limited Number: Registrar 2023 cancelled
U21001MH2023PTC of
Building No E/8, Unit No 399095 Companie
7,8,9,10, Ground s issued
Floor, Shree Arihant Registration No. on behalf
Compound, Reti 399095 of
Bunder Road, Kellher, Jurisdictio
Bhiwandi, Bhiwandi nal
Tahashil, Bhiwandi Municipal Registrar,
Corporation Central
(Thane Zone-5), Maharashtra- Registrati
421302 on Centre
2. Permanent M/s. Vinstar Biotech Private AAJCV2559D Income March 16, Valid till
Account Number Limited Tax 2023 cancelled
(PAN) Departme
nt
3. Tax Deduction M/s. Vinstar Biotech Private PNEV22157C Income March 16, Valid till
Account Number Limited Tax 2023 cancelled
(TAN) Departme
Building No E/8, Unit No nt
7,8,9,10, Ground
Floor, Shree Arihant
Compound, Reti
Bunder Road, Kellher,
Bhiwandi, Bhiwandi
Tahashil, Bhiwandi Municipal
Corporation
(Thane Zone-5), Maharashtra-
421302
4. GST Registration M/s. Vinstar Biotech Private 27AAJCV2559D1Z6 Goods May 08, Valid till
Certificate Limited and 2024 Cancelled
Service
Building No E/8, Unit No Tax
7,8,9,10, Ground Departme
Floor, Shree Arihant nt
Compound, Reti
Bunder Road, Kellher,
Bhiwandi, Bhiwandi
Tahashil, Bhiwandi Municipal
Corporation
(Thane Zone-5), Maharashtra-
421302
5. Registration M/s. Vinstar Biotech Private 34000651120000399 Employee March 18, Valid till
under Employee Limited s’ State 2023 Cancelled
State Insurance 145110, Gala 10, Bldg E8, Corporati
Corporation Arihant Godown Complex, on
(ESIC) Kalher, Bhiwandi
Bhiwandi,421302
6. FSSAI License M/s. Vinstar Biotech Private 11524998000334 Food Originall Renewed
for Repacker – Limited (Central License) Safety and y issued upto
Substances added Standards on March March 03,
to Food, Building No E/8, Unit No Authority 04, 2024 2026
Trade/Retail – 7,8,9,10, Ground of India
Wholesaler, Floor, Shree Arihant
Importer, Compound, Reti
Merchant Bunder Road, Kellher,
Exporter, Retailer Bhiwandi, Bhiwandi
332S. No. Description Address of Premises Registration Issuing Date of Date of
Number Authorit issue Expiry
y
Tahashil, Bhiwandi Municipal
Corporation
(Thane Zone-5), Maharashtra-
421302
7. Compliance M/s. Vinstar Biotech Private EUAC/HALAL/1006 PCMS May 27, May 26,
Certificate Limited -2023 Worldwid 2023 2026
(HALAL) e Limited
For manufacture Building No E/8, Unit No
and Supply of 7,8,9,10, Ground
Amino Acids, Floor, Shree Arihant
Vitamis, Compound, Reti
Sweeteners, Bunder Road, Kellher,
Nutraceutical Bhiwandi, Bhiwandi
Ingredients and Tahashil, Bhiwandi Municipal
Premixes Corporation
(Thane Zone-5), Maharashtra-
421302
8. ISO 9001:2015 M/s. Vinstar Biotech Private DAPL/QMS/EDE10 Delano May 27, May 26,
(Quality Limited 44 Assessme 2023 2026
Management nt Private
System) For Building No E/8, Unit No Limited
manufacture and 7,8,9,10, Ground
Supply of Amino Floor, Shree Arihant
Acids, Vitamis, Compound, Reti
Sweeteners, Bunder Road, Kellher,
Nutraceutical Bhiwandi, Bhiwandi
Ingredients and Tahashil, Bhiwandi Municipal
Premixes Corporation
(Thane Zone-5), Maharashtra-
421302
9. ISO 22000:2018 M/s. Vinstar Biotech Private EUAC/FSMS/1007- PCMS May 27, May 26,
(Food Safety Limited 2023 Worldwid 2023 2026
Management e Limited
System) For Building No E/8, Unit No
manufacture and 7,8,9,10, Ground
Supply of Amino Floor, Shree Arihant
Acids, Vitamis, Compound, Reti
Sweeteners, Bunder Road, Kellher,
Nutraceutical Bhiwandi, Bhiwandi
Ingredients and Tahashil, Bhiwandi Municipal
Premixes Corporation
(Thane Zone-5), Maharashtra-
421302
10. ISO 45001:2018 M/s. Vinstar Biotech Private DAPL/OH&S/EDE1 Delano May 27, May 26,
(Occupational Limited 012 Assessme 2023 2026
Health and nt Private
Safety Building No E/8, Unit No Limited
Management 7,8,9,10, Ground
System) For Floor, Shree Arihant
manufacture and Compound, Reti
Supply of Amino Bunder Road, Kellher,
Acids, Vitamis, Bhiwandi, Bhiwandi
Sweeteners, Tahashil, Bhiwandi Municipal
Nutraceutical Corporation
Ingredients and (Thane Zone-5), Maharashtra-
Premixes 421302
333S. No. Description Address of Premises Registration Issuing Date of Date of
Number Authorit issue Expiry
y
11. Import Export M/s. Vinstar Biotech Private AAJCV2559D Ministry July 05, Valid till
Code (IEC) Limited of 2024 Cancelle
Commer d
Building No E/8, Unit No ce and
7,8,9,10, Ground Industry
Floor, Shree Arihant Directora
Compound, Reti te
Bunder Road, Kellher, General
Bhiwandi, Bhiwandi of
Tahashil, Bhiwandi Municipal Foreign
Corporation Trade
(Thane Zone-5), Maharashtra-
421302
12. Registration M/s. Vinstar Biotech Private Receipt No. Labour March Valid till
under The Limited 2510200319840235 Departm 10, 2025 Cancelle
Maharashtra ent, d
Shops and Building No E/8, Unit No ID No. Maharas
Establishment 7,8,9,10, Ground 102878932503 htra
Act 1948 Floor, Shree Arihant
Compound, Reti
Bunder Road, Kellher,
Bhiwandi, Bhiwandi
Tahashil, Bhiwandi Municipal
Corporation
(Thane Zone-5), Maharashtra-
421302
13. Word M/s. Vinstar Biotech Private Application no. Trade Registere Novembe
“VINSTAR Limited 6194789 dated Mark d r 22,
BIOTECH November 23, 2023 Registry, effective 2033
PRIVATE filed under Class 5 Mumbai from
LIMITED” Novembe
r 23, 2023
334OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE OFFER
Our Board of Directors have vide resolution dated January 13, 2025 authorized the Offer, subject to the approval by the
shareholders of our Company under Section 28 and Section 62(1)(c) of the Companies Act, 2013.
The shareholders have authorized the Offer, by passing a Special Resolution at the Extra Ordinary General Meeting held on
January 16, 2025 in accordance with the provisions of Section 28 and Section 62(1)(c) of the Companies Act, 2013 at shorter
notice.
Our Board of Directors have vide resolution dated June 24, 2025 for authorisation on Offer Size and Offer Structure.
The Selling Shareholders have confirmed and authorized their participation in the Offer for Sale in relation to the Offered
Shares, as set out below:
Name of the Type Date of Date of Equity Equity % of the pre
Selling Transmittal consent letter Shares of face Shares of Offer paid-
Shareholders Letter to the value of ₹ 10 face value of up Equity
transmittal each held as ₹ 10 each Share
letter to of date of the offered by capital
participate in RHP way of Offer
the Offer for for Sale
Sale
Ms. Ankit Promoter January 16, 2025 January 17, 47,49,465 3,14,600 3.31%
Shailesh Mehta 2025
Ms. Parul Promoter January 16, 2025 January 17, 47,49,500 3,14,600 3.31%
Shailesh Mehta 2025
Total 94,98,965 6,29,200 6.62%
The Selling Shareholders confirms that their respective portion of the Offered Shares are eligible to be offered for sale in the
Offer in accordance with Regulation 230(1) (f) and 230(1) (g) of the SEBI ICDR (Amendment) Regulations, 2025 to the
extent applicable to them, as on the date of this Prospectus.
The Company has obtained approval from BSE vide letter dated May 30, 2025 to use the name of BSE in this Offer Document
for listing of equity shares on the BSE SME.
PROHIBITION BY SEBI, RBI OR OTHER GOVERNMENTAL AUTHORITIES
As per Regulation 228 of the SEBI ICDR Regulation, 2018 and SEBI ICDR (Amendment) Regulations, 2025, our Company
satisfies the following eligibility conditions on which the specified securities are proposed to be listed:
a) Our Company, Promoters, Selling Shareholders, Directors, members of our Promoter Group, the persons in control of
our Promoters or our Company, as applicable, are not prohibited from accessing the capital market or debarred from
buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator
in any other jurisdiction or any other authority/court.
b) Our Directors and Promoters are not directors or promoters of any other company which has been debarred from
accessing the capital markets by SEBI.
c) Our Company, Promoters, Promoter Group and Directors have not been declared as Wilful Defaulters or Fraudulent
Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on Wilful
Defaulters or Fraudulent Borrowers issued by the RBI.
d) Our Promoters or Directors have not been declared as Fugitive Economic Offenders under section 12 of the Fugitive
Economic Offenders Act, 2018.
e) There are no outstanding convertible securities or any other right which would entitle any person with any option to
receive equity shares of the issuer.
The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India.
335All the Equity Shares are fully paid up and there are no partly paid-up Equity Shares as on the date of filing of this Prospectus.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERS) RULES, 2018
Our Company, Promoters, Selling Shareholders and members of our Promoter Group, are in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to each of them as on the date of this
Prospectus.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET
None of our Directors are associated with the securities market in any manner including securities market related business.
There are no outstanding action(s) initiated by SEBI against the Directors of our Company in the five years preceding the
date of this Prospectus.
ELIGIBILITY FOR THE OFFER
Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations; and this Offer is an “Initial Public Offer” in
terms of the SEBI ICDR Regulations.
This Offer is being made in terms of Regulation 229(2) of Chapter IX of the SEBI ICDR Regulations, as amended from time
to time, whereby, an issuer whose post Offer paid-up capital exceeds ₹ 10 crores but does not exceed ₹ 25 crores rupees,
shall offer shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (in this case being
the BSE SME)
Further, as per Regulation 229 of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025 and eligibility conditions of BSE SME, our Company satisfies track record to get its specified securities
listed.
• Our Company was originally incorporated on March 06, 2020, under the Companies Act, 2013 with the Registrar of
Companies, Mumbai bearing registration number as 338631 and CIN as U51220MH2020PLC338631. Hence, our
Company is in existence for a period of 5 years on the date of filing of this Prospectus with BSE.
• As on the date of the Prospectus, our Company has a total paid-up capital of ₹ 949.90 Lakhs comprising 94,99,000
Equity Shares of ₹ 10/- each and the Post Offer paid-up Capital will be ₹ 1,209.90 Lakhs comprising of 1,20,99,000
Equity Shares which shall be below ₹ 25.00 crores.
• Based on the Restated Financial Statements, Company’s net worth for the 3 preceding financial years preceding the
application date is given below and it has Net worth of at least Rs. 1 crore for 2 preceding full financial years:
(₹ in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Paid-up Share Capital 949.90 135.70 135.70
Reserves created out of the profits and securities premium 4,378.67
2,765.77 1,313.95
account and debit or credit balance of profit and loss account
Net worth 5,328.57 2,901.47 1,449.65
• Based on the Restated Financial Statements, Company’s Net Tangible Assets for the full financial year ended March
31, 2025 was more than Rs. 3 Crores and the working is given below:
(₹ in Lakhs)
Particulars As at March 31, 2025
Net Worth 5,328.57
Less: Intangible Assets 1.22
Net Tangible Assets 5,327.35
• The Company confirms that it has operating profits (earnings before interest, depreciation and tax) of ₹ 1 Crore from
operations for at least two out of three previous financial years preceding the application date as per the Restated
Financial Statements.
(₹. in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
336Net Profit before Tax 3,259.17 1,995.40 1,051.73
Add: Finance Cost 181.88 134.44 58.65
Add: Depreciation and Amortisation Expenses 53.05 41.45 25.45
Less: Other Income 217.78 80.08 30.84
EBITDA 3,276.33 2,091.20 1,104.99
• The Leverage ratio (Total Debts to Equity) of the Company as at March 31, 2025 was 0.32:1 which is less than the limit
of 3:1. The working is given below:
(₹. in Lakhs)
Particulars March 31, 2025
Long Term Borrowings 10.20
Short Term Borrowings 1,692.62
Total Debt (A) 1,702.82
Paid-up Share Capital 949.90
Reserves created out of the profits and securities premium account and debit or credit balance of
4,378.67
profit and loss account
Net worth (B) 5,328.57
Debt-Equity Ratio (A / B) 0.32
• In case of the Company, which had been a proprietorship or a partnership firm or a limited liability partnership before
conversion to a company or body corporate, such issuer may make an initial public offer only if the issuer company has
been in existence for at least one full financial year before filing of draft offer document: Not Applicable
• In cases where there is a complete change of promoter of the Company or there are new promoter(s) of the issuer who
have acquired more than fifty per cent of the shareholding of the issuer, the issuer shall file draft offer document only
after a period of one year from the date of such final change(s): Not Applicable
• There has been no regulatory action of suspension of trading against the promoter(s) or companies promoted by the
promoters by any stock Exchange having nationwide trading terminals. None of our Promoter(s) or directors have been
promoter(s) or directors (other than independent directors) of compulsory delisted companies by the Exchange.
Accordingly, there is no applicability of compulsory delisting is attracted and none of our Promoter(s) or directors have
been promoter(s) or directors (other than independent directors) of companies that are suspended from trading on
account of non-compliance. Further, none of our directors are disqualified/ debarred by any of the Regulatory Authority.
• There are no pending defaults in respect of payment of interest and/or principal to the debenture/ bond/ fixed deposit
holders by our Company, promoters/ promoting company(ies), Subsidiary Companies.
• In case of name change within the last one year, at least 50% of the revenue calculated on a restated and consolidated
basis for the preceding 1 full financial year has been earned by our Company from the activity indicated by our new
name: Not Applicable
• Other Requirements:
a) Our Company has a website: https://chemkart.com/
b) 100% of Equity Shares held by the Promoters are in dematerialised form.
c) Our company has facilitated trading in demat securities and has entered into an agreement with both the depositories.
d) The composition of the board our company is in compliance with the requirements of Companies Act, 2013 at the time
of in-principle approval;
e) The Net worth of our company as mentioned above is computed as per the definition given in SEBI (ICDR) Regulations;
f) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
g) Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy
Code, 2016.
337h) There is no winding up petition against the company, which has been accepted by the National Company Law Tribunal
(NCLT).
i) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the past
three years against the Company.
As per Regulation 230 (1) of the SEBI ICDR Regulation, 2018 and SEBI ICDR (Amendment) Regulations, 2025, our
Company has ensured that:
a. The Prospectus has been filed with BSE and our Company has made an application to BSE for listing of its Equity Shares
on the BSE SME. BSE is the Designated Stock Exchange.
b. Our Company has entered into an agreement dated October 28, 2024 with NSDL and agreement dated May 06, 2024 with
CDSL for dematerialisation of its Equity Shares already issued and proposed to be issued.
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 held by the Promoters are in dematerialized form.
e. The fund requirements set out for the Objects of the Offer 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 Offer as required
under the SEBI ICDR Regulations.
f. The size of offer for sale by selling shareholders shall not exceed twenty per cent of the total issue size;
g. The shares being offered for sale by selling shareholders shall not exceed fifty per cent of such selling shareholders’ pre-
issue shareholding on a fully diluted basis:
The Selling Shareholders have confirmed and authorized their participation in the Offer for Sale in relation to the Offered
Shares, as set out below:
Name of the Type Date of Date of Equity Equity % of the pre
Selling Transmittal consent letter Shares of face Shares of Offer paid-
Shareholders Letter to the value of ₹ 10 face value of up Equity
transmittal each held as ₹ 10 each Share
letter to of date of the offered by capital
participate in RHP way of Offer
the Offer for for Sale
Sale
Ms. Ankit Promoter January 16, 2025 January 17, 47,49,465 3,14,600 3.31%
Shailesh Mehta 2025
Ms. Parul Promoter January 16, 2025 January 17, 47,49,500 3,14,600 3.31%
Shailesh Mehta 2025
Total 94,98,965 6,29,200 6.62%
Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230 (1)(f)(g) and 230
(2) of the SEBI ICDR (Amendment) Regulations, 2025 to the extent applicable.
h. Our one of the objects of the Offer is repayment/prepayment of all or certain of our borrowings availed of by our
Company, however, we hereby confirm that the repayment/prepayment shall not consist of repayment of loan taken from
promoter, promoter group or any related party, from the offer proceeds, directly or indirectly.
We further confirm that:
1. In accordance with Regulation 245 (1) and (2) of the SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment)
Regulations, 2025, the offer documents shall contain the following:
a. All material disclosures which are true and adequate so as to enable the applicants to take an informed investment
decision;
b. Disclosures specified in the Companies Act, 2013;
c. Disclosures specified in Part A of Schedule VI;
d. Details pertaining to Employees’ Provident Fund and Employee State Insurance Corporation;
e. Fees of Book Running Lead Manager.
3382. In accordance with Regulation 246 of the SEBI ICDR Regulation, 2018 and amendments thereto, the book running lead
manager shall ensure that the issuer shall file copy of the Prospectus with SEBI along with relevant documents as required
at the time of filing the Prospectus to SEBI.
3. In accordance with Regulation 260 of the SEBI ICDR Regulations, this Offer has been one hundred percent (100%)
underwritten and that the Book Running Lead Manager to the offer has underwritten at least 15% of the Total Offer Size.
For further details, pertaining to said underwriting please see “General Information” beginning on page 83 of this Prospectus.
4. In accordance with Regulation 268 of the SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment)
Regulations, 2025, we shall ensure that the total number of proposed allottees in the Offer is greater than or equal to two
hundred (200), otherwise, the entire application money will be unblocked forthwith. If such money is not unblocked within
four (4) days from the date our Company becomes liable to unblock it, then our Company and every officer in default shall,
on and from expiry of fourth day, be liable to unblock such application money with interest as prescribed under the SEBI
ICDR Regulations, and amendments thereto, the Companies Act 2013 and applicable laws.
COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS AND AMENDMENTS
THERETO
Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI ICDR Regulations and
amendments thereto. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI ICDR
Regulations, with respect to the Offer.
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 OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE 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 OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS
OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, SMART HORIZON
CAPITAL ADVISORS PRIVATE LIMITED SHALL FURNISH TO BSE, A DUE DILIGENCE CERTIFICATE
DATED JUNE 27, 2025 IN THE FORMAT PRESCRIBED UNDER FORM A OF SCHEDULE V OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018 READ WITH SEBI ICDR AMENDMENT REGULATIONS, 2025.
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 OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME,
WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS OFFER
DOCUMENT.
Note: All legal requirements pertaining to the Offer will be complied with at the time of filing of the Prospectus with the
RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to the Offer 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 CLAUSE OF THE BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the BSE SME. The Disclaimer Clause as intimated
by the BSE SME to us, post scrutiny of the Draft Red Herring Prospectus, by way of its in-principle approval dated June 06,
2025 is as under:
339“BSE limited ("BSE") has vide its letter dated May 30, 2025, given permission to “CHEMKART INDIA LIMITED" to use
its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform ("SME platform")
the Company's securities are proposed to be listed. BSE has scrutinized this offer document for its limited internal purpose
of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company's securities will be listed on completion of Initial Public Offering or will continue to be
listed on BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.
iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are
offered by the Company and investors are informed to take the decision to invest in the equity shares of the Company
only after making their own independent enquiries, investigation and analysis. The price at which the equity shares
are offered by the Company is determined by the Company in consultation with the Merchant Banker (s) to the
issue and the Exchange has no role to play in the same and it should not for any reason be deemed or construed that
the contents of this offer document have been cleared or approved by BSE. Every person who desires to apply for
or otherwise acquire any securities of this Company may do so pursuant to independent inquiry, investigation and
analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such
person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or
omitted to be stated herein or for any other reason whatsoever.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including
loss of profits incurred by any investor or any third party that may arise from any reliance on this offer document
or for the reliability, accuracy, completeness, truthfulness or timeliness thereof.
vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for
complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by
BSE/other regulatory authority. Any use of the SME platform and the related services are subject to Indian laws
and Courts exclusively situated in Mumbai”.
DISCLAIMER FROM OUR COMPANY, THE DIRECTORS, THE SELLING SHAREHOLDERS, THE BOOK
RUNNING LEAD MANAGER
Our Company, the Directors, the Selling Shareholders and the Book Running Lead Manager accept no responsibility for
statements made in relation to the Company or the Offer other than those confirmed by itself or its Offered Shares in this
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, https://chemkart.com/, or the respective websites of
the members of our Promoter, Promoter Group or our Subsidiaries, or any of the Group Companies, or the Selling
Shareholders would be doing so at his or her own risk.
The Selling Shareholders are providing information in this Prospectus only in relation to themself as the selling shareholders
and their respective portion of the Offered Shares, the Selling Shareholders, including its directors, partners, affiliates,
associates and officers, accepts and/or undertakes no responsibility for any statements made or undertakings provided,
including without limitation, any statement made by or in relation to our Company or its business, other than those
specifically undertaken or confirmed by it as selling shareholders and its respective portion of the Offered Shares in this
Prospectus.
The Book Running Lead Manager accept no responsibility, save to the limited extent as provided in the Offer 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, the Selling Shareholders (to the extent that the information pertains
to himself and its respective portion of the Offered Shares) and the Book Running Lead Manager to the public and investors
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.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders,
Underwriters and their respective directors, partners, officers, agents, affiliates, and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, allot,
sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, Underwriters and their
340respective directors, partners, 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.
The Book Running Lead Manager and their respective associates and affiliates in their capacity as principals or agents, may
engage in transactions with, and perform services for, our Company, the Selling Shareholders and their respective group
companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future
engage, in commercial banking and investment banking transactions with or become customers to our Company, the Selling
Shareholders and their respective group companies, affiliates or associates or third parties, for which they have received, and
may in the future receive, compensation.
DISCLAIMER IN RESPECT OF JURISDICTION
This offer is being made in India to persons resident in India including Indian nationals resident in India (who are not minors,
except through their legal guardian), Hindu Undivided Families (HUFs), companies, corporate bodies and societies registered
under the applicable laws in India and authorized to invest in shares, Mutual Funds, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the Societies
Registration Act, 1860, as amended from time to time, or any other trust law and who are authorised under their constitution
to hold and invest in shares, permitted insurance companies and pension funds and to non-residents including NRIs and FIIs.
This Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares issued hereby in
any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person
into whose possession the Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions. Any dispute arising out of this offer will be subject to the jurisdiction of appropriate court(s) in Mumbai 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
Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of the 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 the Selling Shareholders since the date hereof
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 Offer unless that person has received the preliminary
offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Offer 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 accordingly, the Equity Shares are being offered and sold (i) within
the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule
144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act,
and (ii) outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S.
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.
Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any
similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act.
Restrictions on Transfers
Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer outside the United States, by its acceptance
of this Prospectus and of the Equity Shares offered pursuant to this Offer, will be deemed to have acknowledged, represented
to and agreed with the Company that it has received a copy of this Prospectus and such other information as it deems
necessary to make an informed investment decision and that:
341a) the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will not be
registered under the U.S. Securities Act or with any securities’ regulatory authority of any state of the United States
and accordingly may not be offered, sold, resold, pledged or transferred 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;
b) the purchaser is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection
with, any distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of the securities
laws of the United States or any state thereof;
c) the purchaser is purchasing the Equity Shares offered pursuant to this Offer in an “offshore transaction” meeting the
requirements of Regulation S under the U.S. Securities Act;
d) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares offered
pursuant to this Offer, was located outside the United States at the time (i) the offer for such Equity Shares was made
to it and (ii) when the buy order for such Equity Shares was originated and continues to be located outside the United
States and has not purchased such Equity Shares for the account or benefit of any person in the United States or entered
into any arrangement for the transfer of such Equity Shares or any economic interest therein to any person in the United
States;
e) the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;
f) the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of the purchaser
or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S under the U.S. Securities Act
in the United States with respect to the Equity Shares;
g) the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity Shares or
the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity Shares being sold;
h) the purchaser understands and acknowledges that the company will not recognize any offer, sale, pledge or other
transfer of such Equity Shares made other than in compliance with the above stated restrictions; and
i) the purchaser acknowledges that the Company, the members of the Syndicate, their respective affiliates and others will
rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that,
if any of such acknowledgements, representations and agreements deemed to have been made by virtue of its purchase
of such Equity Shares are no longer accurate, it will promptly notify the Company and if it is acquiring any of such
Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with
respect to each such account and that it has full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account.
LISTING
The Equity Shares Offered through the Prospectus are proposed to be listed on the SME Platform of BSE. Application have
been made to the SME Platform of BSE for obtaining permission for listing of the Equity Shares being offered and sold in
the Offer on its BSE SME Platform after the allotment in the Offer. BSE is the Designated Stock Exchange, with which the
Basis of Allotment will be finalized for the Offer.
Our company has obtained In-principle approval from BSE vide letter dated May 30, 2025 to use name of BSE in the
Prospectus for listing of equity shares on BSE SME.
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 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/ Offer Closing Date or such other time period as may be prescribed by SEBI. If our Company does not Allot Equity
Shares pursuant to the Offer 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 a rate of 15% per annum for the delayed period
or such other rate as may be prescribed by SEBI.
CONSENTS
342Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal advisor
to the offer, the Book Running Lead Manager, the Bankers to our Company, Statutory Auditors, Chartered Engineer,
Practising Company Secretary, Peer Review Auditors, the Registrar to the Offer, Syndicate Members, Share Escrow Agent,
Monitoring Agency, Bankers to the Offer (Escrow Collection Bank, Public Offer Account Bank, Sponsor Bank and Refund
Bank), Market Maker, Underwriter to act in their respective capacities, have been obtained and has been filed along with a
copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such consents have not been
withdrawn up to the time of delivery of the Red Herring Prospectus and this Prospectus for filing with the RoC.
EXPERTS TO THE OFFER
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated January 23, 2025, from Peer Reviewed Auditor namely, M/s. Bagaria &
Co LLP, Chartered Accountants, to include their name in respect of the reports on the Restated Financial Information dated
June 20, 2025 and the Statement of Possible Tax Benefits dated June 20, 2025 issued by them and included in this Prospectus,
as required under section 26(1)(a)(v) of the Companies Act, 2013 and as “Expert” as defined under section 2(38) of the
Companies Act, 2013 and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Further, our Company has received written consent dated January 17, 2025, from M/s. SRJ Certification Services Private
Limited, Independent Chartered Engineer, to include their name as required under Section 26 (5) of the Companies Act read
with SEBI ICDR Regulations, in this Prospectus and as an “expert”, as defined under Section 2(38) of the Companies Act,
2013 to the extent and in their capacity as an Independent Chartered Engineer, in relation to the certification required for
capacity utilization report dated April 23, 2025, certifying, inter alia, installed and actual capacity and list of plant and
machinery. Also, in relation to the project report obtained on July 04, 2025, with respect to the setting up of manufacturing
unit by the wholly-owned subsidiary Company named ERMPL and providing details of quotations and necessary approvals
as required for the proposed unit.
Further, Our Company has also received written consent dated March 07, 2025 from the Practicing Company Secretary,
namely M/s. Nirmal Tiwari & Associates, Practicing Company Secretary, to include their name in this Prospectus, as an
“expert” as defined under section 2(38) and section 26(5) of the Companies Act, 2013 to the extent and in his capacity as a
practicing company secretary in respect of their certificate dated March 07, 2025 for the ROC Search obtained from
MCA and providing the list of delays/ non-filing/ non-compliance of the forms filed with ROC as applicable to us and such
consent has not been withdrawn as on the date of this Prospectus.
PREVIOUS PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE YEARS
Our Company has not made any public issue (as defined under the SEBI ICDR Regulations) during the five years preceding
the date of this Prospectus. Further, except as disclosed in “Capital Structure” on page 87, our Company has not made any
rights issue during the five years preceding the date of this Prospectus.
PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/ RIGHTS ISSUE OF THE LISTED SUBSIDIARIES/LISTED
PROMOTERS OF OUR COMPANY
Our Company does not have any listed Subsidiaries.
COMMISSION, BROKERAGE AND SELLING COMMISSION PAID ON PREVIOUS ISSUES OF THE EQUITY
SHARES
Since this is the initial public offer of Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the
date of this Prospectus.
CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY OUR COMPANY
Other than as disclosed in Chapter titled “Capital Structure” on page 87, our Company has not undertaken any capital issue
in the last three years preceding the date of this Prospectus.
CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY LISTED GROUP COMPANIES,
SUBSIDIARIES OR ASSOCIATES OF OUR COMPANY
343Our Wholly Owned Subsidiaries and Our Group Companies are not listed on any Stock Exchanges. For further details, see
“Our Subsidiary”, and “Our Group Companies” on page 262.
Our Company does not have any associates.
PRICE INFORMATION OF THE PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGER
Price information of past issues handled by Smart Horizon Capital Advisors Private Limited (Formerly known as
Shreni Capital Advisors Private Limited)
Price information of past issues (during the current Financial Year and two Financial Years preceding the current
Financial Year) handled by Smart Horizon Capital Advisors Private Limited (Formerly known as Shreni Capital
Advisors Private Limited):
Sr. Issuer name Issue Issue Listing Opening +/- % change in +/- % change in +/- % change in
No. size price Date price on closing closing closing price,
(₹ (Rs.) Listing price, [+/- % price, [+/- % [+/- % change in
Crores) Date change in change in closing
(in Rs.) closing closing benchmark] -
benchmark] - benchmark] - 180th calendar
30th calendar 90th calendar days from listing
days from days from
listing listing
Mainboard IPO Issues
- - - - - - - - -
SME IPO Issues
1. -14.53%
Rikhav Securities January 22, +2.97% [-
88.82 86.00 163.40 [+3.93 -
Limited 2025 0.88%]
%]
2. Maxvolt Energy February -5.92% +8.28%
54.00 180.00 180.00 -
Industries Limited 19, 2025 [+1.12%] [+8.78%]
3. Beezaasan Explotech March 03, +21.49%
59.93 175.00 146.00 0.00% [+4.02%] -
Limited 2025 [+11.45%]
4. Desco Infratech April 01, +62.47% +47.03%
30.75 150.00 160.00 -
Limited 2025 [+5.55%] [+10.57%]
5. Virtual Galaxy Infotech May 19, +22.15% [-
93.29 142.00 180.00 - -
Limited 2025 0.37%]
6. Blue Water Logistics June 03, +13.52%
40.50 135.00 141.00 - -
Limited 2025 [+3.71%]
7. Samay Project Services June 23,
14.69 34.00 36.05 - - -
Limited 2025
8. AJC Jewel July 01,
15.39 95.00 99.00 - - -
Manufacturers Limited 2025
Source: www.bseindia.com / www.nseindia.com
Notes:
1. The BSE SENSEX and CNX NIFTY are considered as the Benchmark Index.
2. Price on BSE/NSE are considered for all the above calculations.
3. In case 30th, 90th and 180th day is not a trading day, closing price of the previous trading day has been considered.
4. In case 30th, 90th and 180th day, scripts are not traded then the last trading price has been considered.
5. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for
disclosing the price information.
As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10 issues
(Initial Public Offers) managed by the Lead Manager. Hence, disclosure pertaining to recent 10 issues handled by the lead
manager are provided.
344Summary statement of price information of past issues handled by Smart Horizon Capital Advisors Private Limited
(Formerly known as Shreni Capital Advisors Private Limited):
Financi Tota Total Nos. of IPOs Nos. of IPOs Nos. of IPOs Nos. of IPOs trading
al l no. funds trading at discount trading at premium trading at discount at premium as on
Year of raised on as on 30th on as on 30th as on 180th calendar 180th calendar days
IPOs (₹ calendar days from calendar days from days from listing from listing date
Crores listing date listing date date
) Over Between Less Over Between Less Over Between Less Over Between Less
50% 25% - than 50% 25%- than 50% 25%- than 50% 25%- than
50% 25% 50% 25% 50% 25% 50% 25%
2025- 5# 194.62 - - - 1 - 2 - - - - - -
2026@
2024- 3& 202.75 - - 1 - - 2 - - - - - -
2025*
2023- - - - - - - - - - - - - - -
2024
@The script of Desco Infratech Limited, Virtual Galaxy Infotech Limited, Blue Water Logistics Limited, Samay Project
Services Limited and AJC Jewel Manufacturers Limited have not completed 180 days from the date of listing.
# The script of Desco Infratech Limited, Virtual Galaxy Infotech Limited, Blue Water Logistics Limited, Samay Project
Services Limited and AJC Jewel Manufacturers Limited were listed on April 01, 2025, May 19,2025, June 03, 2025, June
23, 2025 and July 01,2025.
*The script of Rikhav Securities Limited, Maxvolt Energy Industries Limited and Beezaasan Explotech Limited has not
completed 180 days from the date of listing.
& The script of Rikhav Securities Limited, Maxvolt Energy Industries Limited and Beezaasan Explotech Limited was listed
on January 22, 2025, February 19, 2025 and March 03, 2025.
TRACK RECORD OF PAST ISSUES HANDLED BY BOOK RUNNING LEAD MANAGER
For details regarding the track record of the Book Running Lead Manager, as specified in circular bearing number
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the websites of the Book Running Lead Manager,
at: https://shcapl.com/
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
as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity Shares.
REDRESSAL AND DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight
years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or any such period
as prescribed under the applicable laws, to enable the Bidders to approach the Registrar to the Offer for redressal of their
grievances.
All Offer related grievances, other than of Anchor Investors may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary with whom the Bid cum Application Form was submitted, giving full details such as
name of the sole or First Bidder, Bid cum Application 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), date of Bid cum Application 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
345information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer.
All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, 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 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 two Working Days from the Bid / Offer
Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount,
whichever is higher, for the entire duration of delay exceeding two Working Days from the Bid / Offer 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 the 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 as modified by SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 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 and such compensation to investors shall be computed from T+3 day. In an event there
is a delay in redressal of the investor grievance in relation to unblocking of amounts, the SCSBs and the Book Running Lead
Manager 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 BRLM, 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.
Separately, pursuant to the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, following
compensation mechanism has become applicable for investor grievances in relation to Bids made through the UPI
Mechanism for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate
the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled ₹100 per day or 15% per annum of the From the date on which the request for
/ withdrawn / deleted Bid Amount, whichever is higher cancellation / withdrawal / deletion is placed
applications on the bidding platform of the Stock
Exchange till the date of actual unblock
Blocking of multiple amounts Instantly revoke the blocked funds other From the date on which multiple amounts
for the same Bid made through than the original application amount were blocked till the date of actual unblock
the UPI Mechanism
And
₹100 per day or 15% per annum of the
total cumulative blocked amount except
the original Bid Amount, whichever is
higher
Blocking more amount than the Instantly revoke the difference amount, From the date on which the funds to the
Bid Amount i.e., the blocked amount less the Bid excess of the Bid Amount were blocked till
Amount the date of actual unblock
And
346Scenario Compensation amount Compensation period
₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the From the Working Day subsequent to the
Allotted / partially Allotted Bid Amount, whichever is higher finalisation of the Basis of Allotment till the
applications date of actual unblock
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 Lead Manager shall be liable to compensate the investor at the rate of
₹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 Selling Shareholders, the BRLM and the Registrar to the Offer 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 Lead Manager pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, see “General Information – Book Running Lead Manager” on page 78.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company has obtained authentication on the SCORES in terms of the SEBI circular no.
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances through
SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt
of the complaint, provided however, in relation to complaints pertaining to blocking/unblocking of funds, investor complaints
shall be resolved on the data 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.
The Selling Shareholders have authorized the Company Secretary of our Company, Ms. Ramdulari Saini as the Compliance
Officer for the Offer. For details, “General Information – Company Secretary and Compliance Officer” on page 77, to deal
with, on its behalf, any investor grievances received in the Offer in relation to such Selling Shareholders or its respective
portion of the Offered Shares. However, no investor complaint in relation to our Company is pending as on the date of this
Prospectus. Furthermore, our Company does not have any listed group companies or subsidiaries.
Further, our Board by a resolution on January 13, 2025, has also constituted a Stakeholders’ Relationship Committee. The
composition of the Stakeholders’ Relationship Committee is as follows:
Name of the Directors Nature of Directorship Designation in Committee
Mr. Anirudh Ruia Non-Executive Independent Director Chairman
Mr. Abhishek Kamdar Non-Executive Independent Director Member
Ms. Parul Shailesh Mehta Executive Director Member
For further details, please see the chapter titled “Our Management” beginning on page 240 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 the SEBI from complying with any provisions of securities
laws, as on the date of this Prospectus.
OTHER CONFIRMATIONS
347No person connected with the Offer 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 initial public offer, except for fees or commission
for services rendered in relation to the Offer.
348SECTION IX – OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, SCRA, SCRR, the
MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring Prospectus, this Prospectus, the Abridged Prospectus,
Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be
incorporated in other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be
subject to applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, offer for sale, and
listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI,
RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as
may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/or any other
governmental, statutory or regulatory authorities while granting its approval for the Offer, to the extent and for such time
as these continue to be applicable.
THE OFFER
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. The fees and expenses
relating to the Offer shall be borne by each of our Company and the Selling Shareholders in the manner agreed to among our
Company and the Selling Shareholders and in accordance with applicable law. The Selling Shareholders shall reimburse our
Company for any expenses paid in relation to the Offer by the Company on behalf of the Selling Shareholders. For details
in relation to the sharing of Offer expenses amongst our Company and the Selling Shareholders, see “Objects of the Offer”
on page 99.
RANKING OF EQUITY SHARES
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits, if
any, declared by our Company after the date of Allotment. The Equity Shares being offered, allotted and transferred pursuant
to the Offer shall be subject to the provisions of the Companies Act 2013, the SEBI ICDR Regulations, SCRA, SCRR, our
Memorandum of Associations and Articles of Association 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 section titled “Main Provisions of the Articles of Association” beginning on
page 389 of this Prospectus.
MODE OF PAYMENT OF DIVIDEND
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
2013, Dividend distribution policy of our Company, our Memorandum and Articles of Association and provisions of the
SEBI Listing Regulations and any other guidelines or directions which may be issued by the Government in this regard.
Dividends, if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the
Offer for Sale), will be payable to the Bidders who have been allotted or transferred Equity Shares pursuant to the Offer, for
the entire year, in accordance with applicable laws. For further details, in relation to dividends, see “Dividend Policy” and
“Main Provisions of the Articles of Association” beginning on page 264 and 389, respectively of this Prospectus.
FACE VALUE, OFFER PRICE, FLOOR PRICE AND PRICE BAND
The face value of each Equity Share is ₹ 10/- and the Offer Price is ₹ 248.00/- per Equity Share. The Floor Price is ₹ 236.00/-
per Equity Share and at the Cap Price is ₹ 248.00/- per Equity Share, being the Price Band. The Anchor Investor offer Price
is ₹ 248.00/- per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot size for the Offer will be decided by our Company and the Selling
Shareholders in consultation with the BRLM, and has been advertised in the Pre Offer and Price Band advertisement in all
editions of Financial Express, an English national daily newspaper and all editions of Janasatta, a Hindi national daily
newspaper and all editions of Pratahakal, 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/ Offer
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 Offer Price shall be
determined by our Company and the Selling Shareholders in consultation with the Book Running Lead Manager, after the
349Bid/ Offer 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 DISCLOSURE AND ACCOUNTING NORMS
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 our Articles of Association, our Shareholders shall have the
following rights:
1. Right to receive dividends, if declared;
2. Right to receive Annual Reports and notices to members;
3. Right to attend general meetings and exercise voting rights, unless prohibited by law;
4. Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies Act;
5. Right to receive offers for rights shares and be allotted bonus shares, if announced;
6. Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
7. Right of free transferability of the Equity Shares, subject to applicable laws including any RBI rules and regulations; and
8. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI LODR
Regulations, and our Memorandum of Association and Articles of Association.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation or splitting, see “Main Provisions of the Articles of
Association” beginning on page 389 of this Prospectus.
ALLOTMENT ONLY IN DEMATERIALISED FORM
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised
form. In this context, two agreements have been signed amongst our Company, the respective Depositories and the Registrar
to the Offer:
1. Tripartite agreement dated May 06, 2024, amongst our Company, CDSL and Bigshare Services Private Limited.
2. Tripartite agreement dated October 28, 2024 between our Company, NSDL and Bigshare Services Private Limited.
For details in relation to the Basis of Allotment, see “Offer Procedure” on page 349.
MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT
In accordance with Regulation 267 (2) of the SEBI ICDR (Amendment) Regulations, 2025, our Company shall ensure that
the minimum application size shall be two lots per application:
“Provided that the minimum application size shall be above ₹ 2 lakhs.”
The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form. Allotment of Equity Shares
will be only in electronic form in multiples of 600 Equity Shares, subject to a minimum Allotment of 600 Equity Shares. For
the method of Basis of Allotment, see “Offer Procedure” on page 364.
Further, in accordance with SEBI ICDR (Amendment) Regulations, 2025, the minimum application size in terms of number
of specified securities shall not be less than ₹2.00 Lakh.
350MINIMUM NUMBER OF ALLOTTEES
Further in accordance with the Regulation 268(1) of SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025, the minimum number of allottees in this Offer shall be 200 shareholders. In case the minimum number
of prospective allottees is less than 200, no allotment will be made pursuant to this Offer and all the monies blocked by
SCSBs shall be unblocked within two (2) working days of closure of Offer.
JOINT HOLDERS
Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they shall be entitled to hold the same as joint tenants with benefits of survivorship.
JURISDICTION
The courts of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to this Offer.
NOMINATION FACILITY TO THE INVESTOR
In accordance with Section 72 of the Companies Act, 2013, read with Rule 19 of the Companies (Share Capital and
Debentures) Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any one person
in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all the Bidders, as the case may
be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is varied or
cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of death of the original
holder(s), shall be entitled to the same advantages to which such person would be entitled if such person 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 the Equity Share(s) in the event of his or her death during the minority.
A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A
nomination may be cancelled or varied by nominating any other person in place of the present nominee by the holder of the
Equity Shares who has made the nomination by giving a notice of such cancellation or variation to our Company in the
prescribed form. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be
made only on the prescribed form, which is available on request at our Registered and Corporate Office or with the registrar
and transfer agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall,
upon the production of such evidence as may be required by our 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, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or
to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements
of the notice have been complied with.
Since the Allotment of Equity Shares in the offer will be made only in dematerialised mode there is no need to make a
separate nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would
prevail. If the Bidder wants to change their nomination, they are requested to inform their respective Depository Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
OPTION TO RECEIVE EQUITY SHARES IN DEMATERIALIZED FORM
Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option
of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized
segment of the Stock Exchange.
WITHDRAWAL OF THE OFFER
Our Company and selling shareholders in consultation with the Book Running Lead Manager and the Selling Shareholders,
reserve the right not to proceed with the entire or portion of the Offer for any reason at any time after the Bid / Offer Opening
Date but before the Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which
351the pre-offer and price band advertisements were published, within one day of the Bid / Offer Closing Date or such other
time as may be prescribed by SEBI, providing reasons for not proceeding with the offer. Further, the Stock Exchange shall
be informed promptly in this regard by our Company. The Book Running Lead Manager, through the Registrar to the Offer,
shall notify the SCSBs and the Sponsor Banks, in case of UPI Bidders, to unblock the bank accounts of the ASBA Bidders
within one Working Day from the date of receipt of such notification. If our Company and selling shareholders in consultation
with the Book Running Lead Manager withdraws the Offer after the Bid / Offer Closing Date and thereafter determines that
it will proceed with a public offering of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with
BSE SME.
Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the BSE
Limited, which our Company shall apply for after Allotment and within three Working Days or such other period as may be
prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. 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.
BID/OFFER PROGRAM
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/Offer Opens on Monday, July 7, 2025
Bid/Offer Closes on Wednesday, July 9, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange Thursday, July 10, 2025
Initiation of Refunds / unblocking of funds from ASBA Account* Friday, July 11, 2025
Credit of Equity Shares to demat account of the Allottees Friday, July 11, 2025
Commencement of trading of the Equity Shares on the Stock Exchange Monday, July 14, 2025
a) Our Company and Selling Shareholders may, in consultation with the BRLM, consider participation by Anchor Investors
in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior
to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
b) Our Company and Selling Shareholders may, in consultation with the BRLM, consider closing the Bid/Offer Period for
QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
c) UPI mandate end time and date shall be at 5:00 p.m. IST on the Bid/ Offer Closing Date.
* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA Forms,
the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is
higher, for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking. The BRLM and shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated by the manner
specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022, and the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated
in the deemed agreement of the Company with the SCSBs, to the extent applicable. The processing fees for applications made
by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation in compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read
with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
June 02, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. and SEBI Master Circular no.
352SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated May 17, 2023, each to the extent applicable and not rescinded by the SEBI
ICDR Master Circular in relation to the SEBI ICDR Regulations.
The above timetable other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, the Selling Shareholder or the BRLM.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from
the Bid/ Offer Closing Date or such other time as prescribed by SEBI, the timetable may be subject to change due to
various factors, such as extension of the Bid/Offer Period by our Company and Selling Shareholders, 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. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock
Exchanges and in accordance with the applicable laws. The Selling Shareholder confirms that he shall extend
reasonable co-operation in relation to the Offered Shares required by our Company and the BRLM for the
completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock
Exchanges within three Working Days from the Bid/Offer Closing Date or such other time as may be prescribed by
SEBI. Submission of Bids (other than Bids from Anchor Investors)
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for initial
public offerings. The revised timeline of T+3 days has been 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. Accordingly, the Offer will be
made under UPI Phase III on mandatory T+3 days listing basis, subject to the timing of the Offer and any circulars,
clarification or notification issued by the SEBI from time to time, including with respect to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance with
timelines and activities prescribed by SEBI in connection with the Allotment and listing procedure within three Working
Days from the Bid/Offer Closing Date or such other 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.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated for the entire
duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing
such delay in unblocking, in the manner specified in the UPI Circulars, to the extent applicable, which for the avoidance of
doubt, shall be deemed to be incorporated herein. The BRLM shall, in their sole discretion, identify and fix the liability on
such intermediary or entity responsible for such delay in unblocking.
Any circulars or notifications from SEBI after the date of the Prospectus may result in changes to the listing timelines.
Further, the offer procedure is subject to change basis any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard
Time (“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For IIs, other than QIBs and
NIIs
Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking, Mobile
Banking and Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Individual, Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual, Non-Individual Applications
Modification/ Revision/cancellation of Bids
353Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/
Bidders categories# Offer Closing Date
Upward or downward Revision of Bids or cancellation of Only between 10.00 a.m. and up to 5.00 p.m. IST
Bids by RIBs
* UPI mandate and time and date shall be at 5:00 p.m. on Bid/Offer Closing Date
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
− 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
− until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange in case of Bids by IIs.
On Bid / Offer Closing Date, extension of time may be granted by the Stock Exchange only for uploading Bids received by
Individual Investors, after taking into account the total number of Bids received and as reported by the BRLM to the Stock
Exchange.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a
daily basis within 60 minutes of the Bid closure time from the Bid/Offer Opening Date until the Bid/ Offer Closing
Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing
hours of the Working Day and submit the confirmation to the BRLM and the Registrar to the Offer on a daily basis,
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and
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 limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Offer Closing Date, and in any case, no later than 1:00 pm IST on the Bid/Offer Closing Date.
Any time mentioned in this Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received
on the Bid/Offer Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be
uploaded will not be considered for allocation under the Offer. Bids will be accepted only during Monday to Friday
(excluding any public holiday). None of our Company, the Selling Shareholders or any member of the Syndicate is liable for
any failure in uploading the Bids due to faults in any software or hardware system 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.
In case of any 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 Exchange shall be taken as
the final data for the purpose of Allotment.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 issued by BSE, respectively, Bids and
any revision in Bids shall not be accepted on Saturdays, Sundays and public holidays as declared by the Stock Exchanges.
Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided
by the Stock Exchange.
Our Company and Selling Shareholders, in consultation with the BRLM and the Selling Shareholders reserve the right to
revise the Price Band during the Bid/Offer 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 accordingly 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 case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working
Days following such revision of the Price Band, subject to the Bid/Offer 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/Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10
Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, will be widely
disseminated by notification to the Stock Exchange, by issuing a public notice and also by indicating the change on
the respective websites of the BRLM and at the terminals of the Syndicate Members and by intimation to Self-
Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank(s), as applicable. In
case of a revision of the Price Band, the Bid lot shall remain the same.
354MINIMUM SUBSCRIPTION
This offer is not restricted to any minimum subscription level. This offer is 100% underwritten per Regulation 260(1) of
SEBI ICDR Regulations.
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 offer 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 Two 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 Offer prior to the Equity
Shares offered pursuant to the Offer for Sale.
However, in case of under-subscription in the Offer, after meeting the minimum subscription requirement of 100% of the
Fresh Issue, the balance subscription in the Offer will be met in the following order of priority: (i) through the sale of Offered
Shares being offered by the Selling Shareholders in the Offer for Sale in a proportional manner; and (ii) through the issuance
of balance part of the Fresh Issue.
The Selling Shareholders shall reimburse, severally and not jointly, and only to the extent of the Equity Shares offered by
the Selling Shareholders in the Offer, any expenses and interest incurred by our Company on behalf of the Selling
Shareholders for any delays in making refunds as required under the Companies Act and any other applicable law, provided
that the Selling Shareholders shall not be responsible or liable for payment of such expenses or interest, unless such delay is
solely and directly attributable to an act or omission of the Selling Shareholders in relation to its portion of the Offered
Shares.
The Equity Shares have not been and will not 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, expect in compliance
with the application law of such jurisdiction.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only and market lot for our Equity.
RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES
Except for the lock-in of the pre-offer capital of our Company, lock-in of the Promoters’ minimum contribution and the
Anchor Investor lock-in as provided in “Capital Structure” beginning on page 87 of this Prospectus and except as provided
in our Articles of Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the
transmission of shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association. For
details, see “Main Provisions of the Articles of Association” beginning on page 389 of this Prospectus.
NEW FINANCIAL INSTRUMENTS
As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any rights, which would
entitle the shareholders of our Company, including our Promoters, to acquire or receive any Equity Shares after the Issue.
Further, our Company is not issuing any new financial instruments through this Offer.
ALLOTMENT OF SECURITIES IN DEMATERIALISED FORM
In accordance with SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, Allotment
of Equity Shares to successful applicants will only be in the dematerialized form. Applicants will not have the option of
Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only on the dematerialized
segment of the Stock Exchange.
APPLICATION BY ELIGIBLE NRIS, FPIS OR VCFS REGISTERED WITH SEBI
355It is to be understood that there is no reservation for Eligible NRIs or FPIs / FIIs registered with SEBI or VCFs or Eligible
QFIs. Such Eligible NRIs, Eligible QFIs, FPIs registered with SEBI will be treated on the same basis with other categories
for the purpose of allocation.
NRIs, 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 EXTENT GUIDELINES OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN
THIS OFFER
The current provisions of the Foreign Exchange Management (Transfer or offer 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 offer 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.
MIGRATION TO MAIN BOARD
As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018 read with SEBI ICDR (Amendment)
Regulations, 2025 to the extent applicable, our Company may migrate to the main board of BSE from the SME Exchange
on a later date subject to the following:
As per Regulation 280(2) of the SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025,
Where the post-issue paid up capital of the Company listed on a BSE SME is likely to increase beyond twenty five crore
rupees by virtue of any further issue of capital by the Company by way of rights issue, preferential issue, bonus issue,
etc. the Company shall migrate its equity shares listed on a BSE SME to the Main Board and seek listing of the equity shares
proposed to be issued on the Main Board subject to the fulfilment of the eligibility criteria for listing of equity
shares laid down by the Main Board:
Provided that no further issue of capital shall be made unless –
a) the shareholders have approved the migration by passing a special resolution through postal ballot wherein the
votes cast by shareholders other than promoters 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;
b) the Company has obtained an in principle approval from the Main Board for listing of its entire specified
securities on it.
Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue,
preferential issue, bonus issue, is likely to increase beyond ₹25 crores, the Company may undertake further issuance of
capital without migration from SME exchange to the main board, subject to the undertaking to comply with the provisions
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
applicable to companies listed on the main board of the stock exchange(s).”
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
356shareholders other than the promoters 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.
Any company voluntarily desiring to migrate to the Main board from the SME Platform, amongst others, has to fulfill
following conditions:
Eligibility Criteria Details
Paid up capital and market capitalization Paid-up capital of more than 10 Crores and Market Capitalisation
should be minimum ₹ 25 Crores.
(Market Capitalisation will be the product of the price (average of the
weekly high and low of the closing price of the related shares quoted
on the stock exchange during 3 (Three) months prior to the date of
the application) and the post issue number of equity shares.)
Promoter holding Promoter(s) shall be holding at least 20% of equity share capital of
the company at the time of making application.
Financial Parameters • The applicant company should have positive operating
profit (earnings before interest, depreciation and tax) from operations
for at least any 2 out of 3 financial years and has positive Profit after
tax (PAT) in the immediate preceding Financial Year of making the
migration application to Exchange
• The applicant company should have a Net worth of at least
₹ 15 crores for 2 preceding full financial years
Track record of the company in terms of listing/ The applicant company is listed on SME Exchange/ Platform having
regulatory actions, etc nationwide terminals for atleast 3 years.
Regulatory action • No material regulatory action in the past 3 years like
suspension of trading against the applicant company,
promoters/promoter group by any stock Exchange having nationwide
trading terminals.
• No Debarment of company, promoters/promoter group,
subsidiary company by SEBI.
• No Disqualification/Debarment of directors of the company
by any regulatory authority.
• The applicant company has not received any winding up
petition admitted by a NCLT
Public Shareholder The applicant company shall have a minimum of 250 public
shareholders as per the latest shareholding pattern.
Other parameters like No. of shareholders, • No proceedings have been admitted under the Insolvency
utilization of funds and Bankruptcy Code against the applicant company and Promoting
companies.
• No pending Defaults in respect of payment of interest and/or
principal to the debenture/bond/fixed deposit holders by the
applicant, promoters/promoter group /promoting company(ies),
Subsidiary Companies.
• The applicant company shall obtain a certificate from a
credit rating agency registered with SEBI with respect to utilization
of funds as per the stated objective pursuant to IPO and/or further
funds raised by the company, if any post listing on SME platform.
• The applicant company has no pending investor complaints.
• Cooling off period of 2 months from the date the security
has come out of trade-to-trade category or any other surveillance
action.
Notes:
1. Net worth definition to be considered as per definition in SEBI ICDR.
2. Company is required to submit Information Memorandum to the Exchange as prescribed in SEBI (ICDR) Regulations.
3. The application submitted to the Exchange for listing and mere fulfilling the eligibility criteria does not amount to grant
of approval for listing.
3574. If the documents and clarification received from the applicant company are not to the satisfaction of BSE, BSE has the
right to close the application at any point of time without giving any reason thereof. Thereafter, the company can make
fresh application as per the extant norms.
5. The Exchange may reject application at any stage if the information submitted to the Exchange is found to be incomplete
/ incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange,
MARKET MAKING
The shares offered though this offer is proposed to be listed on the SME Platform of BSE, wherein the Book Running Lead
Manager to this Issue shall ensure compulsory Market Making through the registered Market Makers of the BSE SME for a
minimum period of three (3) years from the date of listing of shares on BSE SME. For further details of the market making
arrangement please refer the section titled “General Information” beginning on page 84 of this Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for
the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running 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 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.
358OFFER STRUCTURE
This Offer is being made in terms of Regulation 229 (2) of Chapter IX of SEBI ICDR Regulation, 2018 and amendments
thereto, whereby, an issuer whose post offer paid up capital is more than ₹10 crores and up to ₹25 crores. The Company shall
Offer equity shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME
Exchange”, in this case being the BSE SME). For further details regarding the salient features and terms of such an offer,
please refer chapter titled “Terms of the Offer” and “Offer Procedure” beginning on page no. 349 and 364 respectively of
this Prospectus.
OFFER STRUCTURE
The Offer is of 32,29,200 Equity Shares for cash at a price of ₹248.00/- per Equity Share (including a share premium of
₹238.00/- per Equity Share) aggregating to ₹ 8,008.41 Lakhs comprising a Fresh Issue of 26,00,000 Equity Shares
aggregating to ₹ 6,448.00 Lakhs and an Offer for Sale of 6,29,200 Equity Shares aggregating to ₹ 1,560.41 Lakhs by the
Selling Shareholders.
The Offer comprises a reservation of 1,66,200 Equity Shares of face value of ₹10/- each for subscription by the designated
Market Maker (“the Market Maker Reservation Portion”) and Net Offer to Public of 30,63,000 Equity Shares of face
value of ₹10/- each (“the Net Offer”). The Offer and the Net Offer will constitute 26.70% and 25.32%, respectively of the
post Offer paid-up equity share capital of the Company. The Offer is being made through the Book Building Process.
The Offer is being made through the Book Building Process.
Particulars Market Maker QIBs (1) Non - Institutional Individual
Reservation Investors/Bidders Investors/Bidders
Portion (who applies for
minimum
application size)
Number of 1,66,200 Equity Not more than 15,21,000 Not less than 4,63,200 Not less than
Equity Shares Shares Equity Shares of face value of Equity Shares of face 10,78,800 Equity
available for ₹10/- each value of ₹10/- each Shares of face value of
allocation or available for allocation or ₹10/- each available
allotment (2) offer less allocation to for allocation or offer
QIB Bidders and less allocation to QIB
Individual Investors Bidders and Non -
Institutional Investors
Percentage of 5.15% of the Not more than 50% of the Not more than15% of Not less than 35% of
Offer Size Offer Size Offer size shall be allocated the Net Offer or the the Net Offer
available for to QIB Bidders. However, Offer less allocation to
Allocation or 5% of the Net QIB Portion QIBs and Individual
allotment will be available for Investors/Bidders was
allocation proportionately to available for allocation.
Mutual Funds only. Mutual Further, (a) one third of
Funds participating in the the portion available to
Mutual Fund Portion will also non-institutional
be eligible for allocation in investors shall be
the remaining balance Net reserved for applicants
QIB Portion. The with application size of
unsubscribed portion in the more than two lots and
Mutual Fund Portion will up to such lots
beadded to the Net QIB equivalent to not more
Portion than ₹10 lakhs; (b) two
third of the portion
available to non-
institutional investors
shall be reserved for
applicants with
application size of more
than ₹10 lakhs, provided
that the unsubscribed
359Particulars Market Maker QIBs (1) Non - Institutional Individual
Reservation Investors/Bidders Investors/Bidders
Portion (who applies for
minimum
application size)
portion in either of the
sub-categories
mentioned above could
have been allocated to
applicants in the other
sub-category of Non-
Institutional Bidders.
Basis of Firm allotment Proportionate as follows Subject to the Minimum allotment
Allotment (excluding the Anchor availability of shares in of 1,200 Equity
Investor Portion): non-institutional Shares and in
investors’ category, the multiple of 600
a) 30,800 Equity Shares of allotment of equity Equity Shares. For
face value of ₹10 each shares to each non- details, see “Offer
shall be available for institutional category Procedure”
allocation on shall not be less than the beginning on page
proportionate basis to minimum application 364 of this
Mutual Funds only; and size in non-institutional Prospectus.
investor category, and
b) 15,21,000 Equity Shares the remaining shares, if
of face value of ₹10 each any, shall be allotted on
shall be available for a proportionate basis, the
allocation on a 600 Equity Shares shall
proportionate basis to all be allotted in multiples
QIBs, including Mutual of 600 Equity Shares.
Funds receiving For details, see “Offer
allocation as per (a) Procedure” beginning
above on page 364 of this
Prospectus.
c) Up to 60% of the QIB
portion (of 9,11,400
Equity Shares of face
value of ₹10 each) may
be allocated on a
discretionary basis to
Anchor Investors of
which one third shall be
available for allocation to
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 only except for Only through ASBA Through ASBA
ASBA Process Anchor Investors Process Process, Through
Banks or by using
UPI ID for payment
Mode of
Compulsorily in dematerialized form
allotment^
Minimum Bid 600 Equity 600 Equity Shares of face Such number of Equity 1,200 Equity Shares
Size Shares value of ₹10/- each and in Shares in multiples of and in multiple of 600
multiples of 600 Equity 600 Equity Shares of Equity Shares
Shares of face value of ₹10/- face value of ₹10/- each
each that the Bid Amount more than two lots.
360Particulars Market Maker QIBs (1) Non - Institutional Individual
Reservation Investors/Bidders Investors/Bidders
Portion (who applies for
minimum
application size)
exceeds ₹200,000 and in
multiples of 600 Equity
Shares thereafter.
Maximum Bid 600 Equity Such number of Equity Such number of Equity Such number of
Size Shares Shares in multiples of 600 Shares in multiples of Equity Shares in
Equity Shares of face value of 600 Equity Shares of multiples of 600
₹10/- each not exceeding the face value of ₹10/- each Equity Shares so that
size of the Offer (excluding not exceeding the size of the Bid Amount shall
the Anchor Portion), subject the Offer (excluding the be above two lots,
to applicable limits under QIB Portion), subject to accordingly, the
applicable law. limits prescribed under minimum application
applicable law. size shall be above
₹2.00 Lakhs.
Bid Lot 600 Equity Shares of face value of ₹10/- each and in multiples of 600 Equity Shares of face value of
₹10/- each thereafter
Trading Lot 600 Equity 600 Equity Shares and in 600 Equity Shares and in 600 Equity Shares
Shares, However multiples thereof multiples thereof and in multiples
the Market thereof
Maker may
accept odd lots if
any in the market
as required under
the SEBI ICDR
Regulations
Who can apply? Market Maker Public financial institutions Resident Indian Resident Indian
(3)(4)(5) as specified in Section 2(72) individuals, Eligible individuals, HUFs (in
of the Companies Act 2013, NRIs, HUFs (in the the name of Karta)
scheduled commercial banks, name of Karta), and Eligible NRIs
multilateral and bilateral companies, corporate applying for Equity
development financial bodies, scientific Shares so that the Bid
institutions, mutual funds institutions, societies, Amount shall be
registered with SEBI, FPIs family offices, trusts, above two lots,
other than individuals, FPIs who are accordingly, the
corporate bodies and family individuals, corporate minimum application
offices, VCFs, AIFs, FVCIs, bodies and family size shall be above
registered with SEBI, state offices ₹2.00 Lakhs.
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
361Particulars Market Maker QIBs (1) Non - Institutional Individual
Reservation Investors/Bidders Investors/Bidders
Portion (who applies for
minimum
application size)
applicable laws including
FEMA Rules.
Terms of In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of
Payment 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(6)
^SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual
investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to
₹500,000, shall use UPI. Individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹200,000
and up to ₹500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding
through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Further 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 investors. Accordingly, Stock Exchanges
shall, for all categories of investors viz. QIBs, NIIs and IIs 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.
1 Our Company and Selling Shareholders in consultation with the Book Running Lead Manager, may allocate up to 60% of
the QIB Portion to Anchor Investors at the Anchor Investor Offer 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 The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, permits the offer of securities
to the public through the Book Building Process, which states thatnot less than 35% of the Net Offer shall be available for
allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Offer shall be
available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available
for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more than ₹
10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application
size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-Institutional Portion
may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the availability of Equity
Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors shall not be less than
the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
(ICDR) (Amendment) Regulations, 2025. Not more than 50% of the Net Offer shall be allotted to QIBs, subject to valid Bids
being received at or above the Offer Price.
3 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.
3624 Full Bid Amount was 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 Offer Price shall be
payable by the Anchor Investor pay-in date as indicated in the Confirmation of Allotment Note.
5 Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” beginning on page 364 and
having the same PAN were collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with the same PAN) have been proportionately distributed.
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 Offer Price shall be
payable by the Anchor Investor Pay-In Date as indicated in the CAN
SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated
March 03, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to each Individual
Investors which shall not be less than minimum application size applied by such individual investors and allotment to Non-
Institutional Investors shall be more than two lots, subject to availability of Equity Shares in the Non-Institutional Portion
and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. For further details, see “Terms
of the Offer” on page 349.
Bidders will be required to confirm and will bedeemed to have represented to our Company, the Selling Shareholders, 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/ Offer 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/ Offer 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
BRLM 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.
363OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in accordance
with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the UPI Circulars (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 Regulation, 2018
read alongwith SEBI ICDR (Amendment) Regulations, 2025 which is part of the Abridged Prospectus accompanying the Bid
cum Application Form. The General Information Document is available on the websites of the Stock Exchanges and the
BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to the Offer,
including in relation to the process for Bids by UPI Bidders. The investors should note that the details and process provided
in the General Information Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions
(limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be
rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious
applications;(x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of
delay in Allotment or refund.
The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, permits the offer of securities
to the public through the Book Building Process, which states thatnot less than 35% of the Net Offer shall be available for
allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Offer shall be
available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available
for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more than ₹
10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application
size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-Institutional Portion
may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the availability of Equity
Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors shall not be less than
the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
(ICDR) (Amendment) Regulations, 2025. Not more than 50% of the Net Offer shall be allotted to QIBs, subject to valid Bids
being received at or above the Offer Price.
Further, SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025
dated March 03, 2025 effective from the date of their publication in official gazette, our Company shall ensure that the
minimum application size shall be two lots per application:
“Provided that the minimum application size shall be above ₹ 2 lakhs.”
SEBI through the UPI Circulars 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, circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and any subsequent circulars or
notifications issued by SEBI in this regard, has introduced an alternate payment mechanism using Unified Payments
Interface (UPI) and consequent reduction in timelines for listing in a phased manner. UPI has been introduced in a phased
manner as a payment mechanism in addition to ASBA for applications by UPI Bidders through intermediaries from January
1, 2019. The UPI Mechanism for UPI Bidders applying through Designated Intermediaries, in phase I, was effective along
with the prior process and existing timeline of T+6 days (UPI Phase I).
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by IIs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is
later (“UPI Phase II”). Subsequently however, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019 extended the timeline for implementation of UPI Phase II till March 31, 2020. However, given the
prevailing uncertainty due to the COVID-19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020, had decided to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days
for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”), and modalities of the implementation of UPI
Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made
364effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues
opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI
Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time.
Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17,
2023(“SEBI RTA Master Circular”) and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI
has introduced certain additional measures for streamlining the process of initial public offers and redressing investor
grievances. The SEBI RTA Master Circular consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant for RTAs.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual
bidders in initial public offerings whose application size are up to ₹5,00,000 shall use the UPI Mechanism and provide their
UPI ID in the Bid-cum-Application Form for bidding through Syndicate, sub syndicate members, Registered Brokers, RTAs
or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by
certain brokers. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made
using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank
accounts of investors (all categories).
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, in accordance with the SEBI master circular no.
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023, the Bidder shall be compensated at a uniform rate of ₹100
per day for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, SEBI vide the SEBI
master circular no. SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023, has reduced the timelines for refund of
Application money to four days.
Further, our Company, the Selling Shareholders and the BRLM are not liable for any amendment, modification or change
in the applicable law which may occur after the date of this Prospectus. Bidders are advised 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 Equity Shares that can be held by them under applicable law or as specified in the Red Herring
Prospectus and this Prospectus.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
Our Company, the Selling Shareholders and the Syndicate are not liable for any adverse occurrences’ consequent to the
implementation of the UPI Mechanism for application in this Offer.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL; our Company may request the Depositories to
suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars,
our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the date of the
Red Herring Prospectus till the listing and commencement of trading of our Equity Shares. The shareholders who intend to
transfer the pre-Offer shares may request our Company and/ or the Registrar for facilitating transfer of shares under
suspended/ frozen ISIN by submitting requisite documents to our Company and/ or the Registrar. Our Company and/ or the
Registrar would then send the requisite documents along with applicable stamp duty and corporate action charges to the
respective depository to execute the transfer of shares under suspended ISIN through corporate action. The transfer request
shall be accepted by the Depositories from our Company till one day prior to Bid/ Offer Opening Date.
BOOK BUILDING PROCEDURE
The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 252 of the SEBI ICDR Regulations.
The Offer is being made through the Book Building Process, in compliance with Regulation 253 (1) and 253 (2) of the SEBI
ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, wherein not more than 50% of the
Net Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company and Selling
Shareholders in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors and the basis
of such allocation will be on a discretionary basis by our Company and Selling Shareholders in consultation with the BRLM,
of which one-third shall be reserved for the domestic Mutual Funds, subject to valid Bids being received from the domestic
Mutual Funds at or above Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of
undersubscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB
Portion (other than the Anchor Investor Portion). Further, 5% of the Net QIB Portion (excluding the Anchor Investor Portion)
365shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being received at or
above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to
all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer
Price. 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 QIB Portion for proportionate
allocation to QIBs. The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, permits
the offer of securities to the public through the Book Building Process, which states that not less than 35% of the Net Offer
shall be available for allocation to Individual Investors who applies for minimum application size. Not less than 15% of the
Net Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion
will be available for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to
not more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with
an application size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-
Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the
availability of Equity Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors
shall not be less than the minimum application size in Non-Institutional Category and the remaining available Equity Shares,
if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII
of the SEBI (ICDR) (Amendment) Regulations, 2025. Not more than 50% of the Net Offer shall be allotted to QIBs, subject
to valid Bids being received at or above the Offer Price.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the
QIB Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at
the discretion of our Company and Selling Shareholders, in consultation with the BRLM, and the Designated Stock Exchange
and subject to applicable laws. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-
over from any other category or a combination of categories.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated February
13, 2020 and press release dated June 25, 2021 and September 17, 2021 and March 28, 2023 and any subsequent press
releases in this regard.
In accordance with Rule 19(2)(b) of the SCRR, the Offer willconstitute at least 26.70% of the post Offer paid-up Equity
Share capital of our Company.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms, which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, UPI ID (in case of UPI Bidders Bidding in the Employee Reservation Portion using the UPI Mechanism) and
PAN, 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 rematerialised subsequent to Allotment of the
Equity Shares in the Offer, subject to applicable laws.
MODIFICATION IN THE ALLOCATION TO THE NET OFFER
The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, permits the offer of
securities to the public through the Book Building Process, which states that not less than 35% of the Net Offer shall be
available for allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Offer
shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not more
than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an
application size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-Institutional
Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the availability of
Equity Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors shall not be less
than the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
(ICDR) (Amendment) Regulations, 2025. Not more than 50% of the Net Offer shall be allotted to QIBs, subject to valid Bids
being received at or above the Offer Price.
SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated
March 03, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to each Individual
Investors which shall not be less than minimum application size applied by such individual investors and Subject to the
availability of Equity Shares in the Non – Institutional investors category allotment to Non- Institutional Investors shall be
366more than two lots which shall not be less than the minimum application size and the remaining available Equity Shares, if
any, shall be allocated on a proportionate basis.
PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE
SEBI has issued the UPI Circulars in relation to streamlining the process of public Offer of, inter alia, equity shares. Pursuant
to the SEBI circular bearing number. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular bearing
number. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular bearing number.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular bearing number.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“Previous UPI Circulars”) and the UPI Circulars; the UPI
Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds
in the account maintained with SCSBs under ASBA) for applications by IIs through Designated Intermediaries with the
objective to reduce the time duration from public Offer closure to listing from six Working Days to up to three Working
Days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the
following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, an II had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for
the purpose of blocking of funds. The time duration from public offer closure to listing continued to be six Working Days.
For further details, refer to the General Information Document available on the website of the Stock Exchange and the Book
Running Lead Manager.
Phase II: This phase has become applicable from July 1, 2019. and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for implementation of
UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020 extended the timeline for implementation of UPI Phase II until further notice. Under this phase, submission
of the ASBA Form by IIs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been
discontinued and replaced by the UPI Mechanism. However, the time duration from public offer closure to listing continues
to be six Working Days during this phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and
on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration from
public offer closure to listing has been reduced from six Working Days to three Working Days. The Offer shall be undertaken
pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars,
clarification or notification issued by SEBI from time to time, including any circular, clarification or notification which may
be issued by SEBI.
The offer is being made under Phase III of the UPI:
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications
that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal
officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking
and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted
applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from
the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the
SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the post–Offer BRLMs will be required to compensate the concerned investor.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges
and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation, in compliance with the SEBI BI ICDR Master Circular, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 and such payment of processing fees to the SCSBs shall be made
367in compliance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 each to the extent
applicable and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. NPCI vide
circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09, 2021, inter alia, has enhanced the per transaction
limit in UPI from more than ₹2,00,000 to ₹5,00,000 for UPI based ASBA in initial public offering.
For further details, refer to the General Information Document available on the websites of the Stock Exchange and the Book
Running Lead Manager.
ELECTRONIC REGISTRATION OF BIDS
A. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchange. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may
subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before the closure
of the Offer.
B. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted
by the Stock Exchange and as disclosed in the Prospectus.
C. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given till 5:00 pm on the Bid/Offer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid Period after which the Stock Exchange(s) send the bid information to the Registrar
to the Offer for further processing.
BID CUM APPLICATION FORM
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available
with the Designated Intermediaries at the relevant Bidding Centres, and at our Registered Office. An electronic copy of the
Bid cum Application Form will also be available for download on the websites of BSE (www.bseindia.com) at least one day
prior to the Bid/ Offer 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 Offer only through the ASBA process. Anchor
Investors are not permitted to participate in the Offer through the ASBA process. The UPI Bidders can additionally Bid
through the UPI Mechanism.
ASBA Bidders (i.e., those not using the UPI Mechanism) must provide bank account details and authorisation to block funds
in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not
contain such details are liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance in their bank
accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed
after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
All ASBA Bidders are required to provide either, (i) bank account details and authorizations to block funds in the ASBA
Form; or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form and the
ASBA Forms that did not contain such details will be rejected. Applications made by the UPI Bidders using third party bank
account or using third party linked bank account UPI ID are liable to be rejected.
The UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid
cum Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. ASBA
Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at
the Bidding Centres only (except in case of Electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp
are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI
IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. Further, ASBA Bidders shall ensure
that the Bids are submitted at the Bidding Centres only on ASBA Forms bearing the stamp of a Designated Intermediary
(except in case of Electronic ASBA Forms) and ASBA Forms not bearing such specified stamp maybe liable for rejection.
IIs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs.
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid. In order to
ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid
Amounts blocked/ unblocked.
368Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the manner
below:
a) IIs (other than the IIs 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.
b) UPI Bidders 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.
c) QIBs and NIBs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate
members, Registered Brokers, RTAs or CDPs.
d) 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 or the Sponsor Bank(s), as applicable, at the
time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts
to investors intimating them about Bid Amounts blocked / unblocked.
For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022, all the ASBA applications in public issues shall be processed only after the application monies are
blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book
building platform only with a mandatory confirmation on the application monies blocked. The circular is applicable for all
categories of investors viz. Individual, QIB and NIB and also for all modes through which the applications are processed.
UPI Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum
Application Form.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form is available with the BRLM.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application form*
Resident Indians, including QIBs, Non-institutional Investors and Individual Bidders, each
White
resident in India and Eligible NRIs applying on a non-repatriation basis.
Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are
foreign corporates or foreign individuals under the QIB Portion), FPIs or FVCIs registered Blue
multilateral and bilateral development financial institutions applying on a repatriation basis
Anchor Investors** White
* Excluding electronic Bid cum Application Form.
** Bid cum Application Forms for Anchor Investors will be made available at the office of the Book Running Lead Manager.
Electronic Bid cum Application forms will also be available for download on the website of and BSE (www.bseindia.com).
The Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form to the respective
SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any escrow bank. Further,
SCSBs shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the
electronic bidding system of the Stock Exchanges. Stock Exchanges shall validate the electronic bids with the records of the
CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated
Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall
allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded
up to 5.00 p.m. on Bid/ Offer Closing Date.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the electronic bidding
system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except
Bid cum Application Forms submitted by UPI Bidders Bidding using the UPI Mechanism) to the respective SCSB, where
the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s). For UPI
Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
369Bank(s) on a continuous basis through API integration to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to
such Individual Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI
to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications
associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock
Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle
of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to
the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to
the BRLMs for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS
alerts as specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR /2022/75 dated
May 30, 2022.
For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts
of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut- Off Time”).
Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking of funds prior to the Cut-Off Time and all
pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code
and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified
under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the
NPCI portal after every settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI
raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Offer Opening
Date till the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks, performance of apps
and UPI handles, down-time / network latency (if any) across intermediaries and any such processes having an impact /
bearing on the Offer Bidding process.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed
by SEBI or applicable law
Who Can Apply?
In addition to the category of Applicants set forth in the General Information Document, the following persons are also
eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines:
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);
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the application
is being made in the name of the HUF in the Application Form as follows: ―Name of Sole or First applicant: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta. Applications by HUFs would be considered
at par with those from individuals;
Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the Equity
Shares under their respective constitutional and charter documents;
Mutual Funds registered with SEBI;
Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible NRIs
are not eligible to participate in this Issue;
Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
370FIIs 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;
Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the non-Institutional
investor’s category;
Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
Foreign Venture Capital Investors registered with the SEBI;
Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to Trusts
and who are authorized under their constitution to hold and invest in equity shares;
Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
Insurance Companies registered with Insurance Regulatory and Development Authority, India;
Provident Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and invest
in equity shares;
Pension Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and invest in
equity shares;
National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India
published in the Gazette of India;
Insurance funds set up and managed by army, navy or air force of the Union of India;
Multilateral and bilateral development financial institution;
Eligible QFIs;
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;
Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable to them.
Applications not to be made by:
1. Minors (except through their Guardians)
2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies
Participation by Promoters, Promoter Group, The Book Running Lead Manager, The Syndicate Members and
Persons Related to Promoters/Promoter Group/The Book Running Lead Manager
The Book Running Lead Manager and the Syndicate Members shall not be allowed to purchase Equity Shares in this Offer
in any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the Book
Running Lead Manager and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in
the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis or in any
other manner as introduced under applicable laws, and such subscription may be on their own account or on behalf of their
371clients. All categories of investors, including associates or affiliates of the Book Running Lead Manager and Syndicate
Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the Book Running Lead Manager nor any associate of the Book Running Lead Manager can
apply in the Offer under the Anchor Investor Portion:
a. mutual funds sponsored by entities which are associate of the Book Running Lead Manager;
b. insurance companies promoted by entities which are associate of the Book Running Lead Manager;
c. AIFs sponsored by the entities which are associate of the Book Running Lead Manager; or
d. FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the
Book Running Lead Manager.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if: (i) either of them
controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other;
or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other;
or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLM.
Further, the Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer,
except in accordance with the applicable law. Furthermore, persons related to the Promoter and the Promoter Group shall
not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights
under a shareholders’ agreement or voting agreement entered into with any of the Promoter or members of the Promoter
Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person
related to the Promoter or Promoter Group of our Company.
BIDS BY MUTUAL FUNDS
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, the Company and Selling Shareholders in consultation with BRLMs reserves the right
to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual
Funds shall specifically state names of the concerned schemes for which such Bids are made, subject to applicable law.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI
and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the
Bids clearly indicate the scheme concerned for which such Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related instruments of any single
company, provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry
specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.
BIDS BY ELIGIBLE NON-RESIDENT INDIANS
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).
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders
Bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB to block their NRE
accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders Bidding on a non-repatriation
basis by using Resident Forms should authorise their respective SCSB to block their NRO accounts for the full Bid Amount,
at the time of the submission of the Bid cum Application Form. Eligible NRIs applying on a non-repatriation basis in the
Offer through the UPI Mechanism are advised to enquire with their relevant bank, whether their account is UPI linked, prior
to submitting a Bid cum Application Form.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of
the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures
or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together
372shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value
of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised
to 24% if a special resolution to that effect is passed by the members of the Indian company in a general meeting.
NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further,
subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the
UPI facility is enabled for their NRE/ NRO accounts.
Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules. Only Bids accompanied by payment in Indian
rupees or fully converted foreign exchange will be considered for Allotment.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning
on page 388 of this Prospectus.
BIDS BY HUFS
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being
made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or first Bidder:
XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta. Bids/Applications by HUFs
may be considered at par with Bids from individuals.
BIDS BY FPIS
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is subject to
certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities registered as
foreign portfolio investors and directly or indirectly, having common ownership of more than 50% or common control))
shall be below 10% of our post- offer Equity Share capital on a fully diluted basis. In case the total holding of an FPI or
investor group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the
total investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI
and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting
requirements. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap
applicable to the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA Rules, for calculating the
aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI 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. FPIs who wish to participate in the offer are advised to use the Bid cum Application Form for
Non-Residents (Blue in colour).
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the
time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of
India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested
in the Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by
SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21
of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments,
directly or indirectly, only if it complies with the following conditions:
a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
c) such offshore derivative instruments are issued after compliance with ‘know your client’ norms;
d) such other conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by or on its behalf, is carried out subject to inter alia the following conditions:
373(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 22(1) of the SEBI
FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP
IDs shall not be treated as multiple Bids:
a) FPIs which utilise the multi-investment manager structure;
b) Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
c) Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
d) FPI registrations granted at investment strategy level / sub fund level where a collective investment scheme or fund
has multiple investment strategies / sub-funds with identifiable differences and managed by a single investment
manager.
e) Multiple branches in different jurisdictions of foreign bank registered as FPIs;
f) Government and Government related investors registered as Category 1 FPIs; and
g) Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as
a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant
FPIs (with same PAN).
In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account
numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms
that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the name of their
respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs with the
operational guidelines for FPIs and designated Collecting Depository Participants issued to facilitate implementation of SEBI
FPI Regulations, such multiple Bids shall be rejected.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with
other categories for the purpose of allocation.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air force of India, insurance
funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus
of ₹2,500.00 lakhs and pension funds with a minimum corpus of ₹2,500.00 lakhs (in each case, subject to applicable law and
in accordance with their respective constitutional documents), 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, as applicable must be lodged along with the Bid cum Application Form. Failing this, our
Company reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons
thereof.
Our Company and the Selling Shareholders in consultation with the Book Running Lead Manager in their absolute discretion,
reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum
Application Form.
BIDS BY SEBI REGISTERED VCFS, AIFS AND FVCIS
374The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on VCFs and FVCIs registered with SEBI.
Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Accordingly, the holding
in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF or
FVCI. Further, subject to FEMA Rules, VCFs and FVCIs can invest only up to 33.33% of their investible funds in various
prescribed instruments, including in public offerings.
Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee company. A
category III AIF cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a
Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of
subscription to an initial public offering of a venture capital undertaking. Pursuant to the repeal of the SEBI VCF Regulations,
the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI
VCF Regulations until the existing fund or scheme managed by the fund is wound up and such fund shall not launch any
new scheme after the notification of the SEBI AIF Regulations. Our Company, the Book Running Lead Manager will not be
responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.
Participation of VCFs, AIFs or FVCIs in the offer shall be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions,
if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on
account of conversion of foreign currency.
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 and the Selling Shareholder in consultation with the Book Running Lead
Manager, reserve the right to reject any Bid without assigning any reason thereof.
BIDS BY BANKING COMPANIES
In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of registration
issued by the RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the
Bid cum Application Form. Failing this, our Company and the Selling Shareholders in consultation with the Book Running
Lead Manager, reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law.
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 Master Directions - Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016, as amended, 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 bank’s own paid-up share capital and reserves, whichever is
lower. Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial services
company cannot exceed 20% of the investee company’s paid-up share capital and reserves. 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 bank’s 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 the RBI. A banking company would require
a prior approval of the RBI to make (i) investment in excess of 30% of the paid-up share capital of the investee company,
(ii) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed),
and (iii) investment in a non-financial 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, as amended.
BIDS BY SCSBS
SCSBs participating in the offer are required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively, issued by
SEBI. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have
a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for
the purpose of making application in public issues and clear demarcated funds should be available in such account for such
applications.
375BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued
by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company and Selling shareholders in
consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for
insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment)
Regulations, 2016 (“IRDA Investment Regulations”), and are based on investments in the equity shares of a company, the
entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised
to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all
applicable regulations, guidelines and circulars issued by IRDAI from time to time.
BIDS BY PROVIDENT FUNDS/PENSION FUNDS
In case of Bids made by provident funds/pension funds with minimum corpus of ₹2,500.00 lakhs, subject to applicable law,
a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
attached to the Bid cum Application Form. Failing this, our Company and Selling Shareholders in consultation with the Book
Running Lead Manager, reserve the right to reject any Bid, without assigning any reason thereof.
BIDS BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified copies of:
(i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements, (iii) a net worth
certificate from its statutory auditor, and (iv) such other approval as may be required by the Systemically Important Non-
Banking Financial Companies, are required to be attached to the Bid cum Application Form. Failing this, our Company and
Selling Shareholders in consultation with the Book Running Lead Manager, reserves the right to reject any Bid without
assigning any reason thereof, subject to applicable law. Systemically Important NBFCs participating in the offer shall comply
with all applicable regulations, guidelines and circulars issued by RBI from time to time.
BIDS BY ANCHOR INVESTORS
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms
for participation by Anchor Investors are provided below.
a. Anchor Investor Application Forms will be made available for the Anchor Investors Portion at the offices of the Book
Running Lead Manager.
b. 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.
c. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
d. Bidding for Anchor Investors will open one Working Day before the Bid/ offer Opening Date and be completed on the
same day.
e. Our Company and the Selling Shareholders in consultation with the Book Running Lead Manager, will finalize
allocation to the Anchor Investors on a discretionary basis, provided that the minimum and maximum number of
Allottees in the Anchor Investor Portion will be, as mentioned below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors.
• where the allocation under the Anchor Investor Portion is more than ₹200.00 Lakhs but up to ₹2,500.00 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 ₹2,500.00 Lakhs:(i) minimum of 5 (five) and
maximum of 15 (fifteen) Anchor Investors for allocation up to ₹2,500.00 Lakhs; and (ii) an additional 10 Anchor
Investors for every additional allocation of ₹2,500.00 Lakhs or part thereof in the Anchor Investor Portion; subject to
a minimum Allotment of ₹100.00 Lakhs per Anchor Investor.
376f. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. 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 Book Running Lead Manager before the Bid/ offer Opening Date, through intimation to the Stock Exchange.
g. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
h. If the offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between
the offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within Anchor Investor
Pay-in Date specified in the CAN. If the Offer 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 Offer Price.
i. The Equity Shares Allotted in the Anchor Investor Portion will be locked in, in accordance with the SEBI ICDR
Regulations. 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in
for a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor
Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
j. Neither the (a) Book Running Lead Manager or any associate of the Book Running Lead Manager (other than mutual
funds sponsored by entities which are associate of the Book Running Lead Manager or insurance companies promoted
by entities which are associate of the Book Running Lead Manager or Alternate Investment Funds (AIFs) sponsored by
the entities which are associates of the Book Running Lead Manager or FPIs, other than individuals, corporate bodies
and family offices, sponsored by the entities which are associate of the Book Running Lead Manager) nor (b) the
Promoters, Promoter Group or any person related to the Promoters or members of the Promoter Group shall apply under
the Anchor Investors category.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders 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 Prospectus. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by them under applicable laws or regulation and as specified in the
Prospectus. In accordance with RBI regulations, OCBs cannot participate in the Offer.
INFORMATION FOR BIDDERS
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable
and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the
earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary
as proof of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software
of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various
statutory and other requirements by our Company, the Selling Shareholders and/or the 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 compliance with the statutory and other requirements, nor does it take any responsibility for the financial or
other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red Herring Prospectus or the
Red Herring Prospectus and this Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be
listed on the Stock Exchanges.
PRE – OFFER AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act and Regulation 250 (4) and 264 (1) of the SEBI ICDR Regulations and
amendments thereto, our Company has, after filing the Red Herring Prospectus with the RoC, published a pre- offer and
price band advertisement, in the form prescribed under the SEBI ICDR Regulations, in all editions of English national daily
newspaper, Financial Express, all editions of Hindi national daily newspaper, Janasatta, editions of the Marathi daily
newspaper Pratahakal (Marathi being the regional language of Maharashtra where our Registered Office is located) each
with wide circulation.
377In the pre- offer and price band advertisement, we have stated the Bid/ Offer Opening Date and the Bid/ Offer Closing Date.
This advertisement, subject to the provisions of Section 30 of the Companies Act and Regulation 250 (4) and 264 (1) of the
SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025was in the format prescribed in
Part A of Schedule X of the SEBI ICDR (Amendment) Regulations, 2025.
SIGNING OF UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH THE ROC
Our Company has entered into an Underwriting Agreement dated April 09, 2025 and addendum to Underwriting Agreement
dated June 20, 2025 with the Underwriters.
GENERAL INSTRUCTIONS
Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their
Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. IIs can revise their Bid(s) during the Bid
Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to
withdraw their Bids after the Anchor Investor Bid Period.
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 your PAN is linked with Aadhaar and you are in compliance with Central Board of Direct Taxes notification
dated February 13, 2020 and press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28,
2023.
(3) All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
(4) Ensure that you have Bid within the Price Band;
(5) Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
(6) Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e. bank
account number or UPI ID, as applicable) in the Bi d cum Application Form if you are not a UPI Bidder in the Bid cum
Application Form and if you are a UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum
length of 45 characters including the handle), in the Bid cum Application Form;
(7) Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed time.
Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General
Information Document;
(8) UPI Bidders Bidding in the Offer shall ensure that they use only their own ASBA Account or only their own bank
account linked UPI ID to make an application in the Offer and not ASBA Account or bank account linked UPI ID of
any third party
(9) UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or
the designated branches of SCSBs;
(10) Ensure that you mandatorily have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to the relevant Designated Intermediaries;
(11) Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
first Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is also signed by the ASBA
Account holder;
(12) Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain the name of only the first Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
378(13) Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or acknowledgment
specifying the application number as a proof of having accepted the Bid cum Application Form for all your Bid options
from the concerned Designated Intermediary;
(14) Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment.
(15) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI, may be exempt from specifying
their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of
the circular dated July 20, 2006 issued by SEBI, may be exempted from specifying their PAN for transacting in the
securities market, and (iii) persons/entities exempt from holding a PAN under applicable law, 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 beneficial 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;
(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 in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
(18) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
including a copy of the power of attorney, if applicable, are submitted;
(19) Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
(20) However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs
utilise the MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and
DP IDs.
(21) FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment
managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the
absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
(22) Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the correct DP
ID, Client ID, UPI ID (for UPI Bidders Bidding through UPI mechanism) and the PAN are mentioned in their Bid cum
Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders Bidding through UPI
mechanism) and the PAN entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI Bidders Bidding through UPI
mechanism) and PAN available in the Depository database;
(23) In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted
to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the
ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in);
(24) Ensure that you have correctly signed the authorisation / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or the Sponsor Banks, as applicable, 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. In case of UPI Bidders submitting their Bids and participating in the Offer through the
UPI Mechanism, ensure that you authorise the UPI Mandate Request, including in case of any revision of Bids, raised
by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;
379(25) Ensure that the Demographic Details are updated, true and correct in all respects;
(26) The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the purposes
of making Application in the Issue, which is UPI 2.0 certified by NPCI;
(27) Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA account
under the ASBA process. In case of IIs, once the Sponsor Banks issues the Mandate Request, the IIs would be required
to proceed to authorize the blocking of funds by confirming or accepting the UPI Mandate Request to authorize the
blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely
manner;
(28) Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the
attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI pin.
Upon the authorization of the mandate using his/her UPI pin, a UPI Bidder Bidding through UPI Mechanism shall be
deemed to have verified the attachment containing the application details of the II Bidding through UPI Mechanism in
the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Banks offer a
request to block the Bid Amount specified in the Bid cum Application Form in his/her ASBA Account;
(29) UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the first Bidder (in case
of joint account) in the Bid cum Application Form;
(30) UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the revised UPI
Mandate Request generated by the Sponsor Banks to authorize blocking of funds equivalent to the revised Bid Amount
and subsequent debit of funds in case of Allotment in a timely manner;
(31) Bids by Eligible NRIs for a Bid Amount of less than ₹2.00 lakhs would be considered under the Individual Category
for the purposes of allocation and Bids for a Bid Amount exceeding ₹2.00 lakhs would be considered under the Non-
Institutional Category for allocation in the Issue;
(32) UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank
appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. IIs shall ensure that the name of
the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019; and
(33) Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00 p.m. of the
Working Day immediately after the Bid/ Offer Closing Date.
(34) The ASBA bidders shall ensure that bids above ₹5.00 lakhs, are uploaded only by the SCSBs.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned
in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be
rejected.
Don’ts:
(A) Do not Bid for lower than the minimum Bid Lot;
(B) Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
(C) Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediary;
(D) Do not Bid/ revise the Bid amount to less than the Floor Price or higher than the Cap Price;
(E) Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
(F) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
(G) Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
380(H) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
(I) Do not submit the Bid for an amount more than funds available in your ASBA account;
(J) 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 Bidder;
(K) 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;
(L) 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);
(M) Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer 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;
(N) Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;
(O) In case of ASBA Bidders (other than UPI Bidders using UPI mechanism), do not submit more than one Bid cum
Application Form per ASBA Account;
(P) Do not make the Bid cum Application Form using third party bank account or using third party linked bank account
UPI ID;
(Q) Anchor Investors should not bid through the ASBA process;
(R) Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;
(S) Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;
(T) Do not submit the GIR number instead of the PAN;
(U) Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead Manager;
(V) Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
(W) If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/ Offer Closing Date;
(X) Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Bidder. Individual Bidders or Eligible Employees Bidding in the
Employee Reservation Portion can revise or withdraw their Bids on or before the Bid/ Offer Closing Date;
(Y) Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are a
UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
(Z) Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
(AA) Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder. Further, do
not provide details for a beneficiary account which is suspended or for which details cannot be verified to the Registrar
to the Issue;
(BB) Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the
relevant ASBA account;
(CC) Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of
Bids submitted by UPI Bidders using the UPI Mechanism;
(DD) Do not Bid if you are an OCB;
381(EE) UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB or a bank which is not mentioned in
the list provided in the SEBI website is liable to be rejected; and
(FF) Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders.
(GG) In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹5.00 lakhs;
(HH) For helpline details of the Book Running Lead Manager pursuant to the SEBI circular bearing reference number
SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, see “General Information – Book Running Lead Managers”
on page 78.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
GROUNDS FOR TECHNICAL REJECTION
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note
that Bids may be rejected on the following additional technical grounds:
(a) Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
(b) Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
(c) Bids submitted on a plain paper;
(d) Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI
handle, not listed on the website of SEBI;
(e) Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked
bank account UPI ID (subject to availability of information regarding third party account from Sponsor Banks);
(f) ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
(g) Bids submitted without the signature of the First Bidder or sole Bidder;
(h) The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
(i) ASBA Form by the IIs by using third party bank accounts or using third party linked bank account UPI IDs;
(j) Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/22/2010 dated July 29, 2010;
(k) GIR number furnished instead of PAN;
(l) Bids by IIs with Bid Amount of a value of less than ₹2.00 lakhs;
(m) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
(n) Bids accompanied by stock invest, money order, postal order or cash; and
(o) Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders uploaded
after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by IIs uploaded after 5.00 p.m. on the Bid/ Offer Closing
Date, unless extended by the Stock Exchanges. On the Bid/ Offer Closing Date, extension of time may be granted by
the Stock Exchanges only for uploading Bids received from Individual Bidders, after taking into account the total
number of Bids received up to closure of timings for acceptance of Bid-cum-Application Forms as stated herein and
as informed to the Stock Exchanges.
382Further, in case of any pre-offer or post offer related issues regarding share certificates/demat credit/refund orders/unblocking
etc., investors shall reach out to the Company Secretary and Compliance officer. For details of the Company Secretary and
Compliance officer, see “General Information” beginning on page 77 of this Prospectus.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding three Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform
rate of ₹100 per day for the entire duration of delay exceeding three Working Days from the Bid/ Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in their sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further,
Bidders 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 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 in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND
PROPER MANNER
The authorised employees of the Stock Exchange, along with the Book Running Lead Manager and the Registrar, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI
ICDR Regulations.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE OFFERS
(i) 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.
(ii) 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
OFFER 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 Lead Manager are not liable for any
amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this 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 Offer price of ₹ 248/- 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 Offer Account, the balance amount after
transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by SEBI and has
been established as an arrangement between our Company, Banker to the Offer and the Registrar to the Offer 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-Individual Bidders shall neither withdraw
383nor 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 Offer 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, Individual Investors applying in public Issue have to use
UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The Allotment of Equity Shares to Bidders other than Anchor Investors may be on proportionate basis. For Basis of Allotment
to Anchor Investors, Bidders may refer to this Prospectus. No Individual Investor will be Allotted less than the minimum
Bid Lot subject to availability of shares in Individual Investor Category and the remaining available shares, if any will be
Allotted on a proportionate basis.
Flow of Events from the closure of bidding period (T DAY) Till Allotment:
• On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates
received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the
electronic bid details.
• RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per applicant’s bank
account linked to depository demat account and seek clarification from SCSB to identify the applications with third party
account for rejection.
• Third party confirmation of applications to be completed by SCSBs on T+1 day.
• RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their review/
comments.
• Post rejection, the RTA submits the basis of allotment post review by BRLM with the Designated Stock Exchange (DSE).
• The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots wherever
applicable, through a random number generation software.
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned
below:
Process for generating list of allotees: -
• Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the ascending
order and generate the bucket /batch as per the allotment ratio. For example, if the application number is 78654321 then
system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create
lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the system will pick every
3rd and 5th application in each of the lot of the category and these applications will be allotted the shares in that category.
• In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the
oversubscription times.
• In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
• On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund transfer
letters and advice the SCSBs to debit or unblock the respective accounts.
PAYMENT INTO ANCHOR INVESTOR ESCROW ACCOUNTS
Our Company and the selling shareholder in consultation with the Book Running Lead Manager 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 Anchor Investor Escrow Account should be drawn in favor of:
(A) In case of resident Anchor Investors: “CHEMKART INDIA LIMITED ANCHOR INVESTOR R ACCOUNT”
384(B) In case of Non-Resident Anchor Investors: “CHEMKART INDIA LIMITED ANCHOR INVESTOR NR
ACCOUNT”
Anchor Investors 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 Offer to facilitate
collections of Bid amounts from Anchor Investors.
ALLOTMENT ADVERTISEMENT
Our Company, the BRLM and the Registrar shall publish an allotment advertisement before commencement of trading,
disclosing the date of commencement of trading in all editions of a widely circulated English national daily newspaper,
Financial Express, editions of a widely circulated Hindi national daily newspaper, Janasatta and Marathi editions of a widely
circulated Marathi daily newspaper Pratahakal (Marathi being the regional language of Maharashtra, where our Registered
Office is located).
The information set out above is given for the benefit of the Bidders. Our Company, 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 this Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the prescribed limits under applicable laws or regulations.
DEPOSITORY ARRANGEMENTS
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite
agreements had been signed amongst our Company, the respective Depositories and the Registrar to the Offer:
1. Tripartite agreement dated May 06, 2024, amongst our Company, CDSL and Bigshare Services Private Limited.
2. Tripartite agreement dated October 28, 2024 between our Company, NSDL and Bigshare Services Private Limited.
IMPERSONATION
Attention of the bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which
is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹10.00 lakhs or
1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six
months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three
times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.)
Further, where the fraud involves an amount less than ₹10.00 lakhs or one per cent of the turnover of the company, whichever
is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a
term which may extend to five years or with fine which may extend to ₹50.00 lakhs or with both.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
385(A) adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders. the complaints
received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
(B) all steps for completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges
where the Equity Shares are proposed to be listed shall be taken within three Working Days of the Bid/ Offer Closing
Date or such other period as may be prescribed;
(C) 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, the SEBI ICDR Regulations
and applicable law for the delayed period;
(D) the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be made available
to the Registrar to the Offer by our Company;
(E) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the unsuccessful Bidder within three Working Days from the Bid/ Offer Closing Date or such other
prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and
expected date of electronic credit of refund;
(F) Promoters’ contribution, if any, shall be brought in advance before the Bid/ Offer Opening Date and the balance, if
any, shall be brought in on a pro rata basis before calls are made on the Allottees;
(G) that if our Company does not proceed with the Offer after the Bid/ Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid/ Offer Closing Date. The public notice shall
be issued in the same newspapers where the pre-Offer and price band advertisements were published. The Stock
Exchanges shall be informed promptly;
UNDERTAKINGS BY THE SELLING SHAREHOLDERS
The Selling Shareholders, in respect of itself as a Selling Shareholders and its portion of the Equity Shares offered by it in
the Offer, undertakes the following in respect of itself and its respective portion of the Offered Shares:
Annex 1its Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 and 8A of the SEBI
ICDR Regulations;
Annex 2it shall provide reasonable cooperation to our Company in relation to the Offered Shares, (a) for the completion of
the necessary formalities for listing and commencement of trading at the Stock Exchanges, and/ or (b) refund orders (if
applicable);
Annex 3that it shall provide such reasonable assistance to our Company and the BRLMs in redressal of such investor
grievances that pertain to the respective portion of the Offered Shares;
Annex 4it shall deposit its portion of Offered Shares in an escrow demat account in accordance with the Share Escrow
Agreement;
Annex 5it is the legal and beneficial owner of the Offered Shares that such Offered Shares shall be transferred in the Offer,
free from liens, charges and encumbrances; and
Annex 6it shall not have recourse to the proceeds of the Offer, which shall be held in escrow in its favour, until the final
approval for listing and trading of the Equity Shares from the Stock Exchanges where listing is sought has been received.
Annex 7It is not debarred or prohibited from accessing the capital markets or debarred from buying, selling or dealing in
securities, under any order or direction passed by the SEBI or any other Governmental Authority;
UTILISATION OF OFFER PROCEEDS
Our Board certifies that:
386a) Our Company and the Selling Shareholders, severally and not jointly, specifically confirm that all monies received out
of the Offer 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.
b) Details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any
part of the Net Proceeds remains unutilized, under an appropriate separate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilized; and
c) Details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in
the balance sheet of our Company indicating the form in which such unutilized monies have been invested.
387RESTRICTIONS 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 the
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. 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 DPIIT, issued the Consolidated FDI Policy Circular
of 2020 (“FDI Policy”), which, with effect from October 15, 2020, subsumes and supersedes all press notes, press releases,
clarifications, circulars issued by the DPIIT, which were in force as on October 15, 2020. The FDI Policy will be valid until
the DPIIT issues an updated circular.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that: (i) the activities of the investee Company are under the automatic route under the foreign direct investment policy and
transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non- resident shareholding is within the
sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.
On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which had
replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident outside India) Regulations
2017. Foreign investment in this Offer shall be on the basis of the FEMA Rules. Further, in accordance with Press Note No.
3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments)
Amendment Rules, 2020 which came into effect from April 22, 2020, 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, will require prior approval of the Government, as prescribed in the
Consolidated FDI Policy and the FEMA 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.
Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on
December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular
country nor shall any country be treated as the beneficial owner of the investments of such bank of fund in India.
As per the FDI policy, FDI in companies engaged in the wholesale trading sector, which is the sector in which our Company
operates, is permitted up to 100% of the paid-up share capital of such Company under the automatic route.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details, see “Offer
Procedure” on page 364 of this Prospectus. Each Investor should seek independent legal advice about its ability to participate
in the Offer. In the event such prior approval of the Government of India is required, and such approval has been obtained,
the Investor shall intimate our Company and the Registrar in writing about such approval along with a copy thereof within
the Issue/ Period.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within
the United States, except pursuant to exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and
sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdiction where those offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction. 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
Issue 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 Investors. Our Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
Investors are advised to make their independent investigations, seek independent legal advice about its ability to participate
in the Offer and ensure that the number of Equity Shares Offer for do not exceed the applicable limits.
388SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
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389THE COMPANIES ACT 2013
ARTICLES OF ASSOCIATION
OF
CHEMKART INDIA LIMITED *
[Public Company Limited by shares]
I.PRELIMINARY
1. In these Regulations –
(i) “The Act” means the Companies Act, 2013 or to the extent in force the Companies
Act, 1956 including any modification(s) or re-enactment(s) thereof and
Rules/Regulations made thereunder.
(ii) “The Seal” means the Common Seal of the Company, if any.
2. Unless the context otherwise requires, words or expressions contained in these
Regulations shall bear the same meaning as in the Act or any statutory
modification thereof.
3. The Regulations contained under Table F of Schedule I of the Companies Act, 2013
shall be applicable to the Company to the extent not modified or excluded by these
Articles.
II.SHARE CAPITAL
4. The Authorized Share Capital of the Company is as per Clause 5th of Memorandum
of Association of the Company.
5. Subject to the provisions of the Act and all other applicable provisions of the Law,
the Company may issue capital in the form of---
(i) Equity Shares-
(a) With voting rights; or
(b) With deferential rights as to dividend, voting or otherwise in according with such
rules as may be prescribed; and
(ii) Preference Shares whether convertible or redeemable or such other manner as
may be permissible under the Act
6. (i) Where at any time, the company having a share capital proposes to increase its
subscribed capital by the issue of further shares, such shares shall be offered to
persons who, at the date of the offer, are holders of equity shares of the company in
*The Company has been converted from Private Limited Company to Public Limited
Company “CHEMKART INDIA LIMITED” vide Special Resolution passed at the Extra
Ordinary General Meeting held on Friday 16th August, 2024.
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390proportion, as nearly as circumstances admit, to the paid-up share capital on those
shares by sending a letter of offer subject to the following conditions, namely
(ii) (a) the offer shall be made by notice specifying the number of shares offered and
limiting a time not being less than fifteen days and not exceeding thirty days from
the date of the offer within which the offer, if not accepted, shall be deemed to have
been declined
(b) unless the articles of the company otherwise provide, the offer aforesaid shall be
deemed to include a right exercisable by the person concerned to renounce the
shares offered to him or any of them in favor of any other person; and the notice
referred to in above clause (a) shall contain a statement of this right
(c) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the shares offered, the Board of Directors may dispose of declined shares in such
manner at their sole discretion which is not dis-advantageous to the shareholders
and the company;
(iii) to employees or key managerial personnel under a scheme of employees’ stock
option, subject to special resolution passed by company and subject to such
conditions as may be prescribed; or
(iv) to any persons, if it is authorized by a special resolution, whether or not those
persons include the persons referred to in above clauses (i) or (ii) or (iii), either for
cash or for a consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer subject to such
conditions as may be prescribed.
(v) Subject to the provisions of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as and when applicable and the Act with the consent of the
members of the Company at a General Meeting by way of special resolution duly
authorised by the Board of Directors may issue and allot warrants convertible into
the Equity Shares on such rate, terms and conditions to the existing shareholders,
general public, or on preferential basis to the promoters, directors, key managerial
personnel, employees, bodies corporate, banks, financial institutions, NRIs,
Strategic Investor or such other person from time to time on receipt of at least 25%
of the face value of the warrants, as it may think fit. The Board of Directors of the
Company shall be authorised to make provisions as to the allotment and issue of
warrants and in particular may determine to whom the same shall be offered
whether at par or at premium subject to the Provisions of Companies Act, 2013
and all the applicable provisions of the SEBI Guidelines.
7. The Company shall have power to issue and redeem the preference shares in
accordance with the provisions of the Act and these Articles.
8. The Company shall have power, subject to and in accordance with all applicable
provisions of the Act, to purchase any of its fully paid shares in terms of
consequent reduction of share capital.
9. The shares in the capital of the Company shall be under the control of the Directors
who may issue, allot or otherwise dispose of the same or any of them to such
persons, in such proportion or manner and on such terms and conditions and
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391either at a premium or at par and at such time as they may from time to time think
fit in accordance with law.
10. (i) The Company may exercise the powers of paying commissions conferred by sub -
section (6) of Section 40 of the Act, provided that the rate per cent or the amount of
the commission paid or agreed to be paid shall be disclosed in the manner required
by that Section and Rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount
prescribed in rules made under sub-section (6) of Section 40 of the Act.
11. Except as required by law, no person shall be recognize by the Company as holding
any share upon any trust, and the Company shall not be bound by, or be compelled
in any way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any fractional
part of a share, or (except only as by these regulations or by law otherwise
provided) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.
12. (i) If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares
of that class) may, subject to the provisions of Section 48 of the Act, and whether or
not the Company is being wound up, be varied with the consent in writing of the
holders of three-fourths of the issued shares of that class, or with the sanction of a
Special Resolution passed at a separate meeting of the holders of the shares of that
class.
(ii) To every such separate meeting, the provisions of these Regulations relating to
General Meetings shall mutatis mutandis apply, but so that the necessary quorum
shall be at least two persons holding at least one-third of the issued shares of the
class in question.
13. (i) The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.
(ii) Subject to the provisions of Section 55, any preference shares may, with the
sanction of an Ordinary Resolution, be issued on the terms that they are to be
redeemed on such terms and in such manner as the Company before the issue of
shares may, by Special Resolution, determine.
14. Subject to confirmation by the Tribunal on an application the company may, by a
special resolution, reduce the share capital in any manner and in particular, may
(i) extinguish or reduce the liability on any of its shares in respect of the share capital
not paid-up; or
(ii) either with or without extinguishing or reducing liability on any of its shares,
(iii) cancel any paid-up share capital which is lost or is unrepresented by available
assets; or
(iv) pay off any paid-up share capital which is in excess of the wants of the company,
Page | 3
392alter its memorandum by reducing the amount of its share capital and of its shares
accordingly, Provided that no such reduction shall be made if the company is in
arrears in the repayment of any deposits accepted by it, either before or after the
commencement of this Act, or the interest payable thereon.
15. Where a company issues shares at a premium, whether for cash or otherwise, a
sum equal to the aggregate amount of the premium received on those shares shall
be transferred to a “securities premium account” and the provisions of this Act
relating to reduction of share capital of a company shall, except as provided in this
section, apply as if the securities premium account were the paid-up share capital
of the company. the securities premium account may be applied by the company
(i) towards the issue of unissued shares of the company to the members of the
company as fully paid bonus shares
(ii) in writing off the preliminary expenses of the company
(iii) in writing off the expenses of, or the commission paid or discount allowed on, any
issue of shares or debentures of the company
(iv) in providing for the premium payable on the redemption of any redeemable
preference shares or of any debentures of the company; or
(v) for the purchase of its own shares or other securities under section 68 of the Act.
or for such other purposes as may be permissible under the Act from time to time.
16. If and whenever, as the result of the issue of new shares or further shares or any
consolidation or sub-division of shares, any shares are held by members in
fractions, the Directors shall, subject to the provisions of the Act and these Articles
and to the directions of the Company in the general meeting, if any, sell those
shares, which members hold in fractions, for the best price reasonably obtainable
and shall pay and distribute to and amongst the members entitles to such shares in
such manner as may be determined by the Directors.
III.CERTIFICATES
17. (i) Every person whose name is entered as a member in the register of members shall
be entitled to receive within two months after incorporation, in case of subscribers
to the memorandum or after allotment or within one month after the application
for the registration of transfer or transmission or within such other period as the
conditions of issue shall be provided,—
(a) one certificate for all his shares without payment of any charges; or
(b) Several certificates, each for one or more of his shares, upon payment of fifty
rupees for each certificate after the first.
(ii) Every certificate issued under the common seal of the Company, if any and signed
by two directors or by a director and the Company Secretary wherever the
Company has appointed a Company Secretary and shall specify the shares to which
relates and the amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the Company shall
Page | 4
393not be bound to issue more than one certificate, and shall be delivered to the
person first named in the register and such person only shall be entitled to receive
notices from the Company under these Regulations when so prescribed or vote at
general or other meetings of the Company.
18. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no
further space on the back for endorsement of transfer, then upon production and
surrender thereof to the Company, a new certificate may be issued in lieu thereof; a
new certificate in lieu thereof shall be given. Every certificate under this Article
shall be issued on payment of such fees, if any, not exceeding Rs. 50/- (Rupees
Fifty) per certificate.
(ii) No duplicate share certificate shall be issued in lieu of those that are lost or
destroyed, without the prior consent of the Board or without payment of such fees,
if any, not exceeding Rs. 50/- (Rupees Fifty) per certificate and on such reasonable
terms, if any, as to evidence and indemnity and the payment of out of pocket
expenses incurred by the Company in investigating evidence, as the Board thinks
fit
(iii) The provisions of Articles 17 and18 shall mutatis mutandis apply to debentures of
the Company.
19. Dematerialization /Rematerialisation of Securities
For the purpose of this Article:
(i) Definitions:
(a) “Beneficial owner” shall have the meaning assigned thereto in Section 2(1) (a) of
Depositories Act, 1996.
(b) “Board” shall have the meaning assigned thereto in Section 2(1)(b) of
Depositories Act, 1996
(c) “Depositories act” shall mean the Depositories Act, and it includes any statutory
modification(s), re-enactment(s) thereof for the time being in force.
(d) “Depository” shall have the meaning assigned thereto in Section 2(1) (e) of
Depositories Act, 1996.
(e) “Security” shall have the meaning assigned thereto in Section 2(1)(l) of
Depositories Act, 1996.
(ii) Dematerialization/Rematerialisation of Securities:
Notwithstanding anything contained in these Articles, the Company shall be
entitled to Dematerialize/Rematerialize its securities and to offer securities in a
dematerialized form pursuant to the Depositories Act.
(iii) Option for investors to hold securities in physical form or with a Depository:
Every person holding securities of the Company through allotment or otherwise
shall have the option to receive and hold the same in the form of security
certificates, if permitted by law, or to receive and to hold the same in the
Page | 5
394dematerialized form with depository.
Every Person holding securities of the Company with a depository, being the
beneficial owner thereof, may at any time opt out of a depository in respect of
security entitled to be held by him in the manner provided under the provisions of
the Depositories Act and the Rules made there under, if any prescribed and on
fulfillment of the conditions prescribed by the Company from time to time, the
Company shall issue relevant security certificates to the beneficial owner thereof.
(iv) Securities in Depositories to be in Fungible form:
All securities held by a depository shall be dematerialized and shall be in a fungible
form.
(v) Rights of Depositories and Beneficial Owner:
(a) Notwithstanding anything to the contrary contained in the Act or these articles a
Depository shall be deemed to be the registered owner for the purpose of effecting
transfer of ownership of Securities on behalf of the beneficial owners.
(b) Save as otherwise provided above, the depository as the registered owner of the
securities shall not have any voting rights or any other rights in respect of the
securities held by it.
(c) Every person holding securities of the Company and whose name is entered as the
beneficial owner in the records of the depository shall be deemed to be a member
of the Company. The beneficial owner of the securities shall be entitled to all the
rights and benefits and be subject to all the liabilities in respect of his/her
securities which are held by a depository/ies.
(vi) Service of Documents:
Notwithstanding anything to the contrary contained in the Act or these articles,
where securities are held in a depository, the records of the beneficial ownership
may be served by such depository on the Company by means of electronic mode or
by delivery of floppies or discs.
(vii) Transfer of Securities:
(a) Notwithstanding anything to the contrary contained in the Act or these articles,
every depository shall, on receipt of intimation from a participant, register the
transfer of security in the name of the transferee.
(b) If a beneficial owner or transferee of any security seeks to have custody of such
security, the depository shall inform the Company accordingly.
(viii) Allotment of Securities dealt with by Depository:
Notwithstanding anything to the contrary contained in the Act or these articles,
where securities are dealt with by a depository, the Company shall intimate the
details thereof to the depository immediately on allotment of such securities.
Page | 6
339859(ix) Distinctive number of Securities held in Depository:
Notwithstanding anything to the contrary contained in the Act or these articles,
regarding necessity of having distinctive number of securities issued by the
Company shall not apply to Securities held with a depository.
(x) Register and index of Beneficial Owners:
The Register and index of securities holder maintained by a depository under the
Depository Act shall be deemed to be the Register and Index of Member and
Security holder for the purpose of this Articles and as required under the act.
(xi) Other Matters:
Notwithstanding anything to the contrary contained in the Act or these articles,
the provisions of the depositories Act relating to Dematerialization of Securities,
including any modification(s) or re-enactment(s) thereof and Rules/Regulations
made there under shall prevail and apply accordingly.
IV.CALLS ON SHARE
20. (i) The Board may, from time to time, make calls upon the members in respect of any
monies unpaid on their shares (whether on account of the nominal value of the
shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or
be payable at less than one month from the date fixed for the payment of the last
preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying
the time or times and the manner of payment, pay to the Company, at the time or
times and the manner so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
(iv) Where any calls for further share capital are made on shares, such calls shall be
made on a uniform basis on all shares falling under the same class.
21. If by the conditions of allotment of any share or securities, the whole or part of the
amount or issue price thereof shall be payable by installment every such
installment shall, when due, be paid to the Company by the person who for the
time being, shall be registered holder of the share or securities, or by his executor
or administrator or legal representative.
22. The Board may from time to time subject to the terms on which any warrants
convertible into equity shares of the Company may have been issued, make calls
upon the warrant holders in respect of the balance amount unpaid on the
warrants held by them respectively at the time of providing option for conversion
of warrants into the equity shares of the Company and shall be payable at such
fixed times by the warrant holder who shall pay the amount of the call made on
them at time and manner as decided by the board. In case of failure to exercise
the option and make payment thereof, the amount so deposited at the time of
allotment of warrant shall be forfeited by the Board.
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39623. The provisions of Articles 20 – 22 shall mutatis mutandis apply to warrants
convertible into equity shares of the Company.
24. A call shall be deemed to have been made at the time when the resolution of the
Board authorizing the call was passed and may be required to be paid by
installments.
25. The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
26. (i) If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest thereon
from the day appointed for payment thereof to the time of actual payment at
twelve per cent per annum or at such lower rate, if any, as the Board may
determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in
part.
27. (i) Any sum which by the terms of issue of a share becomes payable on allotment or
at any fixed date, whether on account of the nominal value of the share or by way
of premium shall, for the purposes of these regulations, be deemed to be a call
duly made and payable on the date on which by the terms of issue such sum
becomes payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these
Regulations as to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made and
notified.
28. The Board—
(i) May, if it thinks fit, receive from any member willing to advance the same, all or
any part of the monies uncalled and unpaid upon any shares held by him; and
(ii) upon all or any of the monies so advanced, may (until the same would, but for
such advance, become payable) pay interest at such rate not exceeding, unless the
Company in General Meeting shall otherwise direct, twelve per cent per annum, as
may be agreed upon between the Board and the member paying the sum in
advance.
V.UNDERWRITING COMMISSION AND BROKERAGE
29. Company may pay commission to any person in connection with the subscription
or procurement of subscription to its securities, whether absolute or conditional,
subject to the following conditions, namely:
(i) the commission may be paid out of proceeds of the issue or the profit of the
company or both
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397(ii) the rate of commission paid or agreed to be paid shall not exceed, in case of
shares, five percent of the price at which the shares are issued, and in case of
debentures, shall not exceed two and a half per cent of the price at which the
debentures are issued, or otherwise approved by the members of the Company;
(iii) the prospectus of the company shall disclose-
(a) the name of the underwriters
(b) the rate and amount of the commission payable to the underwriter; and
(c) the number of securities which is to be underwritten or subscribed by the
underwriter absolutely or conditionally
(iv) there shall not be paid commission to any underwriter on securities which are not
offered to the public for subscription
(v) a copy of the contract for the payment of commission is delivered to the Registrar
the time of delivery of the prospectus for registration.
VI.LIEN
30. (i) The Company shall have a first and paramount lien— ,
(a) on every share (not being fully paid share), for all monies (whether presently
payable not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of
single person, for all monies presently payable by him or his estate to the
Company:
Provided that the Board of directors may at any time declare any share to be
wholly or in part exempt from the provisions of this Clause.
(ii) The Company’s lien, if any, on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.
31. The Company may sell, in such manner as the Board thinks fit, any shares on
which the Company has a lien:
Provided that no such sale shall be made—
(i) Unless a sum in respect of which the lien exists is presently payable and
outstanding; or
(ii) until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien exists
as is presently payable and outstanding, has been given to the registered holder
for the time being of the share or the person entitled.
32. (i) To give effect to any such sale, the Board may authorize some person to transfer
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398the shares sold to the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any
such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money,
nor shall his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
33. (i) The proceeds of the sale shall be received by the Company and applied in payment
of such part of the amount in respect of which the lien exists as is presently
payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as
existed upon the shares before the sale, be paid to the person entitled to the
shares at the date of the sale.
VII.CAPITALISATION OF PROFIT
34. (i) The Company in General Meeting may, upon the recommendation of the Board,
resolve-
(a) To capitalize any part of the amount for the time being standing to the credit of
any of the Company’s reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution as free reserves; and
(b) To set aside such sum free for distribution in the manner specified in clause (ii)
amongst the members who would have been entitled thereto, if distributed by
way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the
provision contained in clause 34, either in or towards—
(a) paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(b) paying up in full, unissued shares of the Company to be allotted and distributed,
credited as fully paid-up, to and amongst such members in the proportions
aforesaid;
(c) partly in the way specified in sub-clause (a) and partly in that specified in sub-
clause(b);
(d) A securities premium account and a capital redemption reserve account may, for
the purposes of this Regulation, be applied in the paying up of unissued shares to
be issued to members of the Company as fully paid bonus shares;
(e) The Board shall give effect to the resolution passed by the Company in pursuance
of this Regulation.
35. Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(i) Make all appropriations and applications of the undivided profits resolved to be
capitalized thereby, and all allotments and issues of fully paid shares if any; and
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399(ii) Generally do all acts and things required to give effect thereto.
(iii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in
cash or otherwise as it thinks fit, for the case of shares becoming distributable in
fractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto,
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid-up, of any further shares to which they may be
entitled upon such capitalization, or as the case may require, for the payment by
the Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be capitalized, of the amount or any part of the
amounts remaining unpaid on their existing shares;
(c) Any agreement made under such authority shall be effective and binding on such
members.
VIII.BUY BACK OF SHARES
36. Subject to compliance of the provisions of Sections 68 to 70 and any other
applicable provision of the Act, the Company shall have authority to buy back its
shares or other specified securities.
IX.FORFEITURE OF SHARES
37. If a member fails to pay any call, or installment of a call, on the day appointed for
payment thereof, the Board may, at any time thereafter during such time as any
part of the call or installment remains unpaid, serve a notice on him requiring
payment of so much of the call or installment as is unpaid, together with any
interest which may have accrued.
38. The notice aforesaid shall—
(i) name a further day (not being earlier than the expiry of fourteen days from the
date of service of the notice) on or before which the payment required by the
notice is to be made; and
(ii) State that, in the event of non-payment on or before the day so named, the shares
in respect of which the call was made shall be liable to be forfeited.
39. The liability of such person shall cease if and when the Company shall have
received payment in full of all such monies in respect of the shares.If the
requirements of any such notice as aforesaid are not complied or payment not
made for, any share in respect of which the notice has been given may, at any time
after the expiry of the notice period, be forfeited by a resolution of the Board to
that effect.
40. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Board may deem fit.
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400(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the
forfeiture on such terms as it may deem fit.
41. (i) A person whose shares have been forfeited shall cease to be a member in respect
of the forfeited shares.
42. (i) A duly verified declaration in writing that the declarant is a director, the manager
or the secretary, of the Company, and that a share in the Company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the share;
(ii) The Company may receive the consideration, if any, given for the share on any
sale or disposal thereof and may execute a transfer of the share in favor of the
person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money,
if any, nor shall his title to the share be affected by any irregularity or invalidity in
the proceedings in reference to the forfeiture, sale or disposal of the share.
43. The provisions of these Regulations as to forfeiture shall apply in the case of
nonpayment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and
notified.
X.ALTERATION OF CAPITAL
44. The Company may, from time to time, with the sanction of the Company in
General Meeting by an Ordinary Resolution, increase its Share Capital by such
sum, to be divided into such number of shares of such amount and of such classes
with such rights and privileges attached thereto as the General Meeting approves.
45. Subject to the provisions of Section 61 of the Act, the Company may, by ordinary
resolution,—
(i) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
(ii) convert all or any of its fully paid-up shares into stock, and reconvert that stock
into fully paid-up shares of any denomination;
(iii) sub-divide or split its existing shares or any of them into shares of smaller
amount than is fixed by the memorandum;
(iv) Cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.
46. Before the issue of any shares, the Company in General Meeting may make
provisions as to the allotment and issue of the new shares, and in particular may
determine to whom the same shall be offered in the first instance and whether at
par or at a premium and upon default of any such provisions so far as the same
shall not extend, the new shares may be issued in conformity with the provision of
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401the Articles and the provisions of the Companies Act, 2013
47. Except so far as otherwise provided by the conditions of issue or by these
presents any capital raised by the creation of new share shall be considered part
of the existing capital of the Company and shall be subject to the provisions herein
contained with reference to the payment of dividends, calls, and installments,
transfer and transmission, forfeiture, lien, surrender and otherwise.
48. Where shares are converted into stock,—
(i) the holders of stock may transfer the same or any part thereof in the same manner
as, and subject to the same Regulations under which, the shares from which the
stock arose might before the conversion have been transferred, or as near thereto
as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so, however, that such minimum shall not exceed the nominal
amount of the shares from which the stock arose.
(ii) the holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividends, voting at meetings of
the Company, and other matters, as if they held the shares from which the stock
arose; but no such privilege or advantage (except participation in the dividends
and profits of the Company and in the assets on winding up) shall be conferred by
an amount of stock which would not, if existing in shares, have conferred that
privilege or advantage.
(iii) Such of the Regulations of the Company as are applicable to paid-up shares shall
apply to stock and the words “share” and “shareholder” in those Regulations shall
include “stock” and “stock-holder” respectively.
49. In compliance of the provisions of the Act, the Company may reduce in any
manner and subject to, any incident authorized and consent required under the
Act its share capital
XI.TRANSFER OF SHARES
50. (i) The instrument of transfer of any share in the Company shall be executed by or on
behalf of both the transferor and transferee
(ii) The transferor shall be deemed to remain a holder of the share until the name of
the transferee is entered in the register of members in respect thereof.
51. The Board may, subject to the right of appeal conferred by Section 58, decline to
register –
(i) the transfer of a share, not being a fully-paid share, to a person of whom they do
not approve ; or
(ii) Any transfer of shares on which the Company has a lien.
52. The Board may also decline to recognize any instrument of transfer unless –
(i) the instrument of transfer is in the form as prescribed in rules made under sub
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402section (1) of Section 56
(ii) the instrument of transfer is accompanied by the certificate of the shares to which
it relates, and such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer ; and
(iii) The instrument of transfer is in respect of only one class of shares.
53. Every instrument of transfer shall be left at the office of registration accompanied
by the Certificate of the share to be transferred or, if no such certificate is in
existence by the letter of allotment of the share and such the evidence as the
Board may require proving the title of transferor or his right to transfer the share.
Every instrument of transfer registered shall be retained by the Company, but any
instrument of transfer which the Board may refuse to register shall be returned to
the person depositing the same.
54. On giving not less than seven days ‘previous notice in accordance with Section 91
and rules made thereunder, the registration of transfers may be kept closed at
such times and for such periods as the Board may from time to time determines:
Provided that such registration shall not be closed for more than thirty days at
any one time or for more than forty-five days in the aggregate in any year.
55. No fee shall be payable to the Company in respect of transfer of any shares in the
Company.
XII.NOMINATION & TRANSMISSION OF SHARES
56. Nomination:
(i) Every Shareholder or debenture holder of the Company, may at any time,
nominate a person to whom his shares in, or debentures of, the Company shall
vest in the event of his death in such manner as may be prescribed under the Act.
(ii) When the shares in, or debentures of, the Company are held by more than one
person jointly, joint holders may together nominate a person to whom all the
rights in the shares or debentures of the Company, as the case may be, shall vest
in the event of death of all the joint holders in such manner as may be prescribed
under the Act.
(iii) Notwithstanding anything contained in any other law for the time being in force
or in any disposition, whether testamentary or otherwise, in respect of such
shares or debentures of the Company, where a person has the right to vest the
share or dentures of the Company the nominee shall on the death of the
shareholder or debenture holder or as the case may be on the death of the joint
holder s, become entitled to all the rights in such shares or debentures or, as the
case may be, all the joint holders in relation to such shares or debentures, to the
exclusion of all other persons unless the nomination is varied or cancelled in the
manner as may be prescribed under the Act.
(iv) Where the nominee is a minor, it shall be lawful for the holder of the shares or
debentures, to make the nomination to appoint any person to become entitled to
shares in, or debentures of the Company in the manner prescribed under the Act,
in the event of his death during the minority.
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40357. Transmission:
(i) On the death of a member, the survivor or survivors where the member was a
joint holder, and his nominee or nominees or legal representatives where he was
a sole holder, shall be the only persons recognized by the Company as having any
title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any
liability in respect of any share which had been jointly held by him with other
persons.
58. Any person becoming entitled to a share in consequence of the death or
insolvency of a member may, upon such evidence being produced as may from
time to time properly be required by the Board and subject as hereinafter
provided, elect, either —
(i) To be registered himself as holder of the share; or
(ii) To make such transfer of the share as the deceased or insolvent member could
have made.
59. The Board shall, in either case, have the same right to decline or suspend
registration as it would have had, if the deceased or insolvent member had
transferred the share before his death or insolvency.
60. (i) If the person so becoming entitled shall elect to be registered as holder of the
share himself, he shall deliver or send to the Company a notice in writing signed
by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election
by executing a transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the
right to transfer and the registration of transfers of shares shall be applicable to
any such notice or transfer as aforesaid as if the death or insolvency of the
member had not occurred and the notice or transfer were a transfer signed by
that member.
61. A person becoming entitled to a share by reason of the death or insolvency of the
holder shall be entitled to the same dividends and other advantages to which he
would be entitled if he was the registered holder of the share, except that he shall
not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to
meetings of the Company:
Provided that the Board may, at any time, give notice requiring any such person to
elect either to be registered himself or to transfer the share, and if the notice is not
complied with within ninety days, the Board may thereafter withhold payment of
all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
62. Subject to the provisions of the Act and these Articles any committee or guardian
of a lunatic or minor member of any person becoming entitled to or to transfer a
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404share in consequence of the death, lunacy or bankruptcy or insolvency of any
member or by an lawful means other than a transfer in accordance with these
articles, upon producing such evidence under the Articles or such title as the
Board thinks sufficient, may with the consent of the Board (Which the Board shall
not be bound to give) either be registered himself as a holder in respect of such
share or elect to transfer such share to some other person approved by the board
registered as such holder.
63. The Company shall incur no liability or responsibility whatever in consequence of
their registering or giving effect to any transfer of shares made or purporting to
be made by any apparent legal owner thereof (as shown or appearing in the
Register of members) to be prejudice to persons having or claiming any equitable
right title of interest to or in the same shares notwithstanding that the Company
may have had notice of such equitable right, title or interest or notice prohibiting
registration of such transfer and may have entered such notice or referred thereto
any book of the Company and the Company shall not be bound or required to
regard or attend or give effect to any notice which may be given to them of any
equitable right, title or interest or be under any liability whatsoever.
XIII.GENERAL MEETINGS
64. (i) The Company shall in each year hold in addition to any other meetings, a General
Meeting as its Annual General Meeting and shall specify the meeting as such in the
notices calling it, and not more than fifteen months shall elapse between the date
of one Annual General Meeting of a Company and that of the next, provided that
the first Annual General Meeting, it shall be held within a period of nine months
from the date of closing of first financial year of the Company and in any other
case, within the period of six months, from the date of closing of financial year.
(ii) Every Annual General Meeting shall be called during the business hours, that is
between 9 a.m. to 6 p.m. on any date that is not a national holiday and shall be
held either at the Registered Office of the Company or at some other place within
the city, town, village in which the Registered Office of the Company is situated.
65. (i) The Board may, whenever it thinks fit, call an Extra-ordinary General Meeting.
(ii) The Board shall, at the requisition made by such number of members who hold,
on the date of receipt of the requisition, not less than one tenth of such of the paid
up share capital of the Company as on the date carries the right of voting, call an
Extra-ordinary General Meeting.
(iii) Subject to the proviso of Section 101 of the Act, a General Meeting of a Company
may be called by giving not less than clear twenty one days ‘notice either in
writing or through electronic mode in such manner as may be prescribed,
provided that a General Meeting may be called after giving a shorter notice if
consent is given in writing or by electronic mode by not less than ninety- five
percent of the members entitled to vote at such meeting.
66. The Company shall comply with provisions of Section 111 of the Act as to giving
notice of resolution and circulating statement on the requisition of members.
67. (i) Every notice of a meeting shall specify the place, date, day and the hour of the
meeting and shall contain a statement of the business to be transacted at such
meeting.
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405(ii) Any accidental omission to give notice to or the non-receipt of such notice by, any
member or other person who is entitled to such notice for any meeting shall not
invalidate the proceedings of the meeting.
XIV.PROCEEDINGS OF GENERAL MEETINGS
68. The ordinary business of an Annual General Meeting shall be to receive and
consider the Profit and Loss Account, the Standalone or Consolidated Balance
Sheet and the Reports of the Directors and of the Auditors, to elect Directors in the
place of retiring by Rotation, to appoint Auditors (including ratification of
Auditors) and fix their remuneration and to declare dividends all other business
transaction at any Annual General Meeting and all business transacted at any
other General Meeting shall be deemed Special Business.
69. (i) No business shall be transacted at any General Meeting unless a quorum of
members is present at the time when the meeting proceeds to business.
(ii) Five members personally present shall be a quorum of any General Meeting of the
Company, if the number of members as on the date of meeting is not more than
one thousand.
(iii) Fifteen members personally present shall be a quorum of any General Meeting of
the Company, if the number of members as on the date of meeting is more than
one thousand but upto five thousand.
(iv) Thirty members personally present shall be a quorum of any General Meeting of
the Company, if the number of members as on the date of meeting exceeds five
thousand.
(v) The chairperson, if any, of the Board shall preside as Chairperson at every General
Meeting of the Company.
(vi) If there is no such Chairperson, or if he is not present within fifteen minutes after
the time appointed for holding the meeting, or is unwilling to act as Chairperson
of the meeting, the directors present shall elect one of their members to be
Chairperson of the meeting.
(vii) If at any meeting no director is willing to act as Chairperson or if no director is
present within fifteen minutes after the time appointed for holding the meeting,
the members present shall choose one of their members to be Chairperson of the
meeting.
70. Any act or resolution which, under the provisions of these Articles or of the Act, is
permitted or required to be done or passed by the Company in General Meeting
shall be sufficiently so done or passed if effected by an Ordinary Resolution as
defined in Section 114 of the Act unless either the Act or these articles, specifically
require such Act to be done or passed by a Special Resolution as defined under
Section 114 of the Act.
71. A body corporate, whether a company within the meaning of the Act or not, may-
(i) If it is a member of the Company within the meaning of the Act, by resolution of its
Board of Directors or other governing body, authorize such person as it thinks for
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406to act as its representative at any meeting of the Company or at any meeting of
any class of members’ o the Company.
(ii) If it is a creditor, including a holder of debentures of the Company within the
meaning of the Act, by resolution of its directors or other governing body,
authorize such person as it thinks for to act as its representative at any meeting of
creditors of the Company or any rules made thereunder, or in pursuance of the
provisions contained in any debenture or trust deed, as the case may be.
72. (i) Where the president of India or the Government of a state is a member of the
Company may appoint such persons as he thinks fit to act as representative at any
meeting of the Company or at any meeting of any class of members of the
Company.
(ii) A person appointed to act shall for the purpose of this Article be deemed to be a
member of such a Company an shall be entitled to exercise the same rights and
powers, including the right to vote by proxy and postal ballot, as the president or
as the case may be, the Governor could exercise as a member of the Company.
73. Any resolution proposed to move in the general meeting of the Company shall be
accompanied by a special notice served to the Company by such number of
members holding not less than one percent of total voting power or holding
shares on which such aggregate sum not exceeding five lakhs rupees, as may be
prescribed, had been paid up and the Company shall give its members notice of
the resolution in such manner as prescribed under the Act.
XV.ADJOURNMENT OF MEETING
74. (i) The Chairperson may, if the quorum is not present within 30 minutes from the
time appointed for holding a meeting of the Company-
(a) The meeting shall stand adjourned to the same day in the next week at the same
time, place or to such other date and such other time and place as the Board
determines.
(b) The meeting, if called by requisitionists under Section 100, shall stand cancelled
(ii) No business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in Section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be transacted
at an adjourned meeting.
XVI.VOTING RIGHTS
75. (i) (a) Every member of the Company holding equity share capital therein, shall have a
right to vote on every resolution placed before the Company.
(b) His voting right on a poll shall be in proportion to his share in the paid up equity
share capital of the Company.
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407(ii) (a) Every member of the Company holding any preference share capital therein shall,
in respect to such capital, have a right to vote only resolutions placed before the
Company which directly affect the rights attached to his preference shares and,
any resolution for the winding up of the Company or for the payment or reduction
of its equity or preference share capital.
(b) His voting right on a poll shall be in proportion to share in the paid up preference
share capital of the Company.
(iii) At General Meeting the resolution put to the vote of the meeting shall unless a poll
is demanded under Section 109 or the voting is carried out electronically, be
decided on a show of hands.
(iv) Demand of Poll shall be governed as per the provisions subscribed under section
109 of the Act.
(v) On a show of hands every members holding equity shares present in person shall
have one vote. On a poll every such member present in person or by proxy shall
have one vote for each share held by him.
(vi) In the case of joint holders, the vote of the first holder who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes of
the other joint holders.
(vii) A member of unsound mind or in respect of whom an order has been made by any
Court having jurisdiction in lunacy, may vote, whether on show of hand or on a
poll, by his Committee or other legal guardian, and any such Committee or
Guardian may, on a poll, vote by proxy.
(viii) Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.
(ix) No member shall be entitled to vote at any General Meeting unless all calls or
other sums presently payable by him in respect of shares in the Company have
been paid and no member shall exercise any voting rights in respect of any shares
in regards to which the Company has or have exercised any right of lien.
(x) No objection shall be raised to the qualification of any voter except at the meeting
or adjourned meeting at which the vote objected to is given or tendered, and
every vote not disallowed at such meeting shall be valid for all purposes.
(xi) Any such objection made in due time shall be referred to the Chairperson of the
meeting, whose decision shall be final and conclusive.
XVII.PROXY
76. Any member of a company entitled to attend and vote at a meeting of the
Company shall be entitled to appoint another person as a proxy to attend and
vote at the meeting instead of himself.
77. (i) An instrument appointing a proxy shall be in the form as prescribed in the
Rules made under Section 105 of the Act.
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408(ii) The instrument appointing a proxy and the power-of-attorney or other
authority, if any, under which it is signed or a notarized copy of that power or
authority, shall be deposited at the Registered Office of the Company not less
than 48 hours before the time for holding the meeting or adjourned meeting at
which the person named in the instrument proposes to vote, or, in the case of a
poll, not less than 24 hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated as valid.
78. (i) A proxy may speak at the meeting unless the Chairman otherwise directs.
(ii) A proxy may vote by show of hands or on poll unless the Chairman otherwise
directs.
79. A vote given in accordance with the terms of an instrument of proxy shall be
valid, notwithstanding the previous death or insanity of the principal or the
revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or
transfer shall have been received by the Company at its office before the
commencement of the meeting or adjourned meeting at which the proxy is
used.
XVIII.BOARD OF DIRECTORS
80. (i) Until otherwise determined by General Meeting, the number of Directors shall
not be less than three and not more than fifteen.
(ii) The Company may appoint more than fifteen Directors after passing Special
Resolution.
81. The Company in General meeting may from time to time increase or reduce the
number of Directors within the limit fixed by Article 83.
82. As on date of adoption of these Articles, the Directors of the Company are:-
1. MR. ANKIT SHAILESH MEHTA
2. MRS. PARUL SHAILESH MEHTA
83. The Board shall have power at any time and from time to time to appoint any
person as an additional director as an addition to the Board but so that the total
number of directors should not exceed the limit fixed by these articles, Any
Director so appointed shall hold office only until the conclusion of the next
Annual General Meeting of the Company and shall then be eligible for re-
election.
84. (i) Subject to the provision of Section 196 and 203 of the Act, the Board may from
time to time appoint one or more Directors to be Managing Director(s) or
whole-time director(s) of the Company by fixing a term of not more than 5
years at a time and which may from time to time (subject to the provisions of
any contract between him and the Company) remove or dismiss him from
office and appoint another in his place.
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40985. A director shall not be required to hold any share in the capital of the Company
to qualify himself as a director of the Company.
86. (i) The remuneration of the directors shall, in so far as it consists of a monthly
payment, be deemed to accrue from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the
directors may be paid all travelling, hotel and other expenses properly incurred
by them—
(a) in attending and returning from meetings of the Board of Directors or any
committee thereof or General Meetings of the Company; or
(b) in connection with the business of the Company.
(c) any other expenses as may from time to time be sanctioned by the Board of the
Company.
87. The Company may exercise the powers conferred on it by Section 88 with
regard to the keeping of a foreign register and the Board may (subject to the
provisions of that Section) make and vary such Regulations as it may think fit
respecting the keeping of any such register.
88. Subject to the provisions of the Act, the Board may from time to time entrust to
and confer upon a Managing Director or Whole Time Director or such other
Director for the time being such of the powers exercisable under these presents
by Board as it may deem fit and may confer such powers for such time and to
be exercised for subjects and purposes and upon such terms and conditions,
and with restrictions as it may deem fit, and the Board may confer such
powers, wither collaterally with, or to the exclusion of and in substitution for
all or any of the powers of the Board in that behalf, and may from time to time
revoke, withdraw, alter, or vary all or any of such powers including powers to
be delegated by them to other directors or officials.
89. Notwithstanding anything to contrary in Article 88and other powers conferred
by these articles, it is hereby expressly declared that the Managing Director and
/or Whole Time Director shall always subject to the provisions of Act, have the
following powers that is to say:
(i) (a) To pay for property:
To purchase or otherwise acquire for the Company any property, right or
privileges which the Company is authorized to acquire at such price and
generally on such terms and conditions as they think fit.
(b) At their discretion to pay for any property rights or privileges acquired by or
services rendered to the Company, whether wholly or partly in cash or in
shares, bonds, debentures, or other securities of the Company and any such
shares may be issued as fully paid up and such bonds, debentures or other
securities may be either specially charged upon all or any part of the Property
of the Company and its uncalled capital or not so charged.
(ii) To Secure Contract by Mortgage:
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410To secure fulfillment of any contract or arrangements entered into by the
Company by mortgage or charge of all or any of the property of the Company
for the time being or in such manner as they may think fir.
(iii) To appoint officers:
To appoint, at their discretion remove or suspend such Employee, Key
Managerial Personnel’s (KMPs), Manager, Managing Director, Chief Executive
Officer (CEO), Secretaries, officers, clerks, agents and servants for permanent,
temporary or special services, as they may from time to time think fit, and to
determine their powers and fix their salaries or emoluments and to require
security in such instances and to such amounts as they thinks fit.
(iv) To give receipts:
To make and give receipts releases and other discharges for money payable to
the Company and for the claims and demands of the Company.
(v) To appoint attorneys:
From time to time provide for the management of the affairs of the Company in
abroad in such manner as they think fir, and in particular to appoint any person
to be attorneys or agents of the Company with such powers (including power
to sub delegate) and upon such terms as may be thought fit.
(vi) To invest moneys:
Subject to the provisions of the Act, invest and deal with any of the monies of
the Company and immediately required for the purposes there of upon such
securities (not being shares in the Company) in such manner as they may think
fit, and from time to time to vary or realize such investments.
(vii) To give security by way of indemnity:
To execute in the name of and on behalf of the Company in favour of any
Director or other persons who may incur or be above incur any personal
liability for the benefit of the Company such mortgage of the Company’s
property (present and future) as they think fit and any such mortgage may
contain a power of sale and such other powers, covenants and provisions as
shall be agreed upon.
(viii) To make byelaws:
From time to time make vary and repeal by laws of the regulations of the
business of the Company, its officers and servants.
(ix) To execute contract:
To enter into all such trade, business or any other commercial agreements,
arrangements, negotiations, contracts, to form any partnership, joint ventures,
subsidiary(ies), business arrangements or agreements with any other person,
Company whether Private or Public, Body Corporate including the related
parties in India and abroad and rescind and vary all such contracts and execute
and so all such acts, deeds and things in the name and on behalf of the
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411Company as they may consider expedient or in relation to any of the matters
aforesaid, or otherwise for the purpose of the Company.
(x) To give commission:
To give to any person employed by the Company a commission on the profit of
any particular business transaction, or a share in the general profit of the
Company, and such commission or share of profit shall be treated as a part of
the working expenses of the Company.
(xi) To give allowances etc. :
To give award or allow any bonus, pension, gratuity or compensation to any
employee of the Company or his widow, children or dependents that may
appear to the Directors just or proper whether such employee, his widow,
children or dependents have or have not legal claim upon the Company.
(xii) To create beneficial funds:
Before declaring any dividend to set aside such portion of the profits of the
Company as they may think fit, to form a fund to provide for the pension
gratuity, or compensation or create a provident fund or benefit fund in such
manner as the Directors may deem fit subject to the provisions of Section 123
and 124 of the Act.
(xiii) To sub delegate:
Subject to the provision of Section 179 of the Act and provisions contained in
Article 88 thereof, to sub delegate all or any of the powers, authorities and
discretion for the time being vested in them subject. However, to the ultimate
control and authority being retained by them.
(xiv) To borrow:
Subject to the provisions of Section 73, 74, 76A, 177, 180 and 181 of the Act, to
borrow or raise or secure the payment of money in such manner as the
Company shall think fit, and in particular by the issue of debenture, debenture-
stock, perpetual or otherwise charged upon all or any of the Company’s
properties both (present and future) including its uncalled capital and to
purchase, redeem or pay off such securities.
(xv) To establish institutions:
Subject to the Provisions of Section 180 and 181 of the Act to establish,
maintain, support or subscribe to any charitable, scientific, national or public or
any other institution, objet a or purposes or for any exhibition.
(xvi) To institute and defend suits:
To institute, prosecute, compound, defend, compromise, withdraw or abandon
any legal proceedings by or against the Company or its officers or otherwise
concerning the affairs of the Company and to on behalf of the Company in all
matters relating to insolvencies or liquidations and to apply or and obtain
letter of administration with or without will annexed to the estate of persons
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412with whom the Company have dealings.
(xvii) To compound claims and refer to arbitration:
To realize, compound and allow time for the payment or satisfaction of any
debts to or by the Company and any claims of demands by or against the
Company and to refer to arbitration and observe and perform the awards.
(xviii) To draw Cheques:
All cheques, promissory notes, drafts, hundis, bills of exchange and other
negotiable instruments, and all receipts for monies paid to the Company, shall
be signed, drawn, accepted, endorsed, or otherwise executed, as the case may
be, by such person and in such manner as the Board shall from time to time by
resolution determine.
(xix) To give Loans and Advances:
To lend, give and grant money, Loans and Advances of any nature to any
person, Company whether Public or Private, Body Corporate including Related
parties in compliance with the applicable provisions of the Companies Act,
2013 or any other applicable laws.
90. Every director present at any meeting of the Board or of a committee thereof
shall sign his name in a book to be kept for that purpose.
91. In compliance of and in manner prescribed under Section 161 or other
provisions of the Act, the Board shall have power to appoint Additional
Director or Alternate Director or Nominee Director or Director to fill any casual
vacancy.
92. A Company in General Meeting appoint a director in accordance with the
provisions of Section 160 of the Act and the proposed candidate for the post of
director shall require to deposit a sum of Rs. 1.00 Lakh as provided in that
Section.
Provided that requirements of deposit of amount shall not apply in case of
appointment of an Independent Director or a Director recommended by the
Nomination and Remuneration Committee, if any, of the Company constituted
under sub-section (1) of section 178 of the Companies Act, 2013or a Director
recommended by the Board of Directors of the Company, in the case of a
company does not required to constitute Nomination and Remuneration
Committee
93. Appointment of directors needs to be voted individually. Only one director can
be appointed by a single resolution.
94. Subject to the restrictions imposed under the Act, the Directors shall have the
right to delegate any of their powers to such committee or sub-committee of
Directors, managers, agents or other persons as they may deem fit and may at
their own discretion revoke such powers.
95. Every Director who is in any way, whether directly or indirectly concerned or
Page | 24
413interested in a contract or arrangement, entered into or to be entered into by
or on behalf of the Company not being a contract or arrangement entered into
between the Company and body corporate in which such director or such
director in association with any other director or his/her relative, holds more
than two per cent shareholding of that body corporate, or is a promoter,
manager, chief Executive Officer of that body corporate or between the
Company and a firm or other entity in which such director or his/her relative is
a partner, owner or member, as the case may be, shall disclose the nature of his
concern or interest at the meeting of the Board in which the contract or
arrangement is discussed and shall not participate in such meeting.
If any director which is not so concerned or interested at the time of entering
into such contract or arrangement, he shall, if he becomes concerned or
interested after the contract or arrangement is entered into, disclose his
concern or interest forthwith when he became concerned or interested or at
the first meeting of the Board held after he become so concerned or interested.
XIX.ROTATION OF DIRECTORS
96. (i) At each Annual General Meeting of the Company one-third of such of the
Directors for the time being as are liable to retire by rotation or if their number
is not three or multiple of three, then the number nearest to one-third shall
retire from office, neither a Managing Director, a Nominee Director,
Independent Director, Whole-time Director whose period of office is not liable
to retire by rotation nor an additional Director shall be liable to retire by
Rotation within the meaning of this Article.
(ii) The directors to retire by rotation shall be those who have been longest in
office since their last appointment, but as between persons who become
directors on the same day, those who are to retire shall, in default of and
subject to any agreement among themselves, be determined by lot.
97. The Company may remove any Director before the expiration of his period of
office in accordance with the provisions of Section 169 of the Act and may
appoint another person in his place if the Director so removed was appointed
by the Company in General meeting or by the Board.
98. If the office of any director appointed by the Company in General Meeting is
vacated before his term of office expires in the normal course, the resulting
casual vacancy may in default and subject to the provisions of these articles, be
filed by the Board of Directors at a meeting of the Board.
Such person appointed shall hold office only upto the date up to which the
director on whose place he is appointed would have held office of it had not
been vacated.
99. The eligibility and appointment of a person other than a retiring Director to the
office of Director shall be governed by the provision of Section 160 of the Act.
XX.ALTERNATE DIRECTOR
100. The Board may in accordance with and subject to the provisions of Section 161
of the Act appoint any person to act as alternate Director for any Director
during the later’s absence for a period of not less than three months from the
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414India
XXI.ACCOUNTS
101. (i) The Board shall cause proper books of accounts to be kept in accordance with
Section 128 of the Act.
(ii) The Board shall from time to time determine whether and to what extent and at
what times and places and under what conditions or regulations, the accounts and
books of the Company, or any of them, shall be open to the inspection of members
not being directors.
(iii) The Books of account shall be open to inspection by any Director during business
hours.
(iv) No member (not being a director) shall have any right of inspecting any account
or book or document of the Company except as conferred by law or authorized by
the Board or by the Company in General Meeting.
(v) The Books of accounts shall be kept at the Registered office or at such other place
in India as the Board may decide and when the board so decide the Company shall
within seven days of the decision, file with the Registrar a notice giving the full
address of that other place.
(vi) The company may keep such books of accounts or other relevant papers in
electronic mode in such manner as may be prescribed in the Act.
(vii) At every Annual General Meeting the Board shall lay down before the Company a
Standalone/Consolidated Balance sheet and Profit and Loss account made up in
accordance with provisions of Section 129 of the Act and such Balance Sheet and
Profit and Loss account shall comply with the requirements of Section
129,132,133 and 134 of the Act and as per Schedule III of the Act so far as they are
applicable to the Company but, save as aforesaid, the Board shall not be bound to
disclose greater details of the result or extent of the trading and transactions of
the Company than it may deem expedient.
(viii) There shall be attached to every Balance Sheet laid before the Company a report
by the Board complying with Section 134 of the Act.
(ix) A hard copy of every Balance Sheet (including Profit and Loss Account, the
Auditors Report, and every document required to be annexed or attached to the
Balance Sheet) shall be provided not less than twenty-one days before the
meeting be sent to every such member who holds shares physically and soft copy
of such set of documents to every such member who holds shares in demat
format, debenture-holder trustee and other persons to whom the same is required
to be sent by the said Section,
XXII.DIVIDENDS AND RESERVES
102. (i) The Company in General Meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board.
(ii) The Board may, from time to time, pay to the members such interim dividend as in
its judgment, the position of the Company justifies.
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415103. (i) Subject to the provisions of Section 123, the Board may from time to time pay to
the members such interim dividends as appear to it to be justified from the profits
of the Company.
(ii) The Board may, before recommending any dividend, set aside out of the profits of
the Company such sums as it may deem fit as a reserve or reserves which shall, at
the discretion of the Board, be applicable for any purpose to which the profits of
the Company may be properly applied, including provision for meeting
contingencies or for equalizing dividends; and pending such application, may, at
the like discretion, either be employed in the business of the Company or be
invested in such investments (other than shares of the Company) as the Board
may, from time to time, thinks fit.
(iii) All money carried to the Reserves shall nevertheless remain and the profits of the
Company , subject to the provision being made for actual loss or depreciation or
for the payment of dividends and such moneys and all the other moneys of the
Company not immediately required for the purposes of the business of the
Company may, subject to the provisions of Section 186 of the Act be invested by
the Board in or upon such investment or securities as it may select or may be used
as working capital or for capital expenditure for the business of the Company or
may be kept at any Bank on deposit or otherwise as the Board may from time to
time deem fit proper.
(iv) The Board may also carry forward any profits which it may consider necessary
not to divide, without setting them aside as a reserve.
(v) Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid
or credited as paid on the shares in respect whereof the dividend is paid, but if
and so long as nothing is paid upon any of the shares in the Company, dividends
may be declared and paid according to the amounts of the shares.
104. No amount paid or credited as paid on a share in advance of calls shall be treated
for the purposes of this regulation as paid on the share.
105. (i) All dividends shall be apportioned and paid proportionately to the amounts paid
or credited as paid on the shares during any portion or portions of the period in
respect of which the dividend is paid, but if any share is issued on terms providing
that it shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
(ii) The Board may deduct from any dividend payable to any member all sums of
money, if any, presently payable by him to the Company on account of calls or
otherwise in relation to the shares of the Company.
(iii) Any dividend, interest or other monies payable in cash in respect of shares may be
paid by cheque or warrant sent through the post directed to the registered
address of the holder or, in the case of joint holders, to the registered address of
that one of the joint holders who is first named on the register of members, or to
such person and to such address as the holder or joint holders may in writing
direct.
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416(iv) Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent.
106. The director may retain the dividends payable upon shares in respect of which
any person is under the Transmission Article entitles to become a member or
which any person under that article is entitled to transfer until such persons shall
become a member in respect of such share or shall duly transfer the same.
107. No Dividend shall be paid in respect of any shares except to the registered holder
of such share or to his order or to his bankers but nothing contained in this Article
shall be deemed to require the bankers of a registered shareholder to make a
separate application to the Company for the payment of the dividend.
108. No unclaimed dividend shall be forfeited by the Board unless the claim thereto
becomes barred by law and the Company shall comply with all the applicable
provisions of the Act in respect of any unpaid or unclaimed dividend.
109. (i) Any one of two or more joint holders of a share may give effective receipts for
any dividends, bonuses or other monies payable in respect of such share.
(ii) Notice of any dividend that may have been declared shall be given to the
persons entitled to share therein in the manner mentioned in the Act.
(iii) No dividend shall bear interest against the Company.
XXIII.SECRECY CLAUSE
110. Every Director, Manager, Secretary, Trustee for the Company, its member or
debenture-holder, members of a committee, officer, servant, accountant or
other person employed in or about the business of the Company shall, if so
required by the Board or by a Managing Director before entering upon the
duties sign a declaration pledging himself to observe a strict secrecy in respect
to all transactions of the Company with its customers and the state of accounts
with individuals and in matters relating thereto, and shall by such declaration
pledge himself not to reveal any of the matters which may come to his
knowledge in the discharge of the matters when required to do so by the
Board or by any meeting or by a Court of Law and except so far as may be
necessary in order to comply with any of the provisions in these Articles
contained.
111. No shareholder or other person (not being a Director) shall be entitles to
enter upon the property of the Company or to inspect or examine the
premises or properties of the Company without the permission of the Board
or, subject to Article to require discovery of or any information respecting any
detail of the trading or the Company or any matter which is or may be in the
nature of trade secret, mystery of trade or secret process or of any matter
whatsoever which may relate to the conduct of the business of the Company
and which in the opinion of the Board it will be inexpedient in the interest of
the Company to communicate.
XXIV.RECONSTRUCTION
112. On any sale of the Undertaking or Business of the Company, the Board or the
Page | 28
417Liquidator on winding up may, if authorized by a Special Resolution accept
fully paid up shares, debenture or securities of any other Company whether
incorporated in India or outside India or to be formed for the purchase in
whole or in part of the company’s property and the Board may distribute such
shares or securities or any other property of the Company amongst the
members without realization or vest the same in trustees or them and any
special resolution may provide for the distribution or appropriation of the
cash, shares, or other securities, benefit or property, otherwise than in
accordance with other securities, benefit or property, otherwise than in
accordance with the normal rights of the members or contributories of the
Company and for the valuation of any such securities or property at such price
and in such manner as the meeting approve and all holders of shares shall be
bound to accept and shall be bound by any valuation or distribution so
authorized and waive all rights in relation thereto, save only in case of
Company is proposed to be or is in the course of being wound up such
statutory rights under Section 319 of the Act as are incapable of being varied
or excluded by these Articles.
XXV.AUDIT
113. Once in every year the accounts of the Company shall be examined and the
correctness of the Profit and Loss account and Balance Sheet ascertained by
the Auditors.
114. The appointment, re-appointment, rotation, ratification, powers, rights,
remuneration and duties of the Auditors shall be regulated by Section 139 to
146 of the Act.
XXVI.MINUTES
115. (i) The Board shall in accordance with the provisions of Section 118 of the Act
and Secretarial Standards used by the Institute of Company Secretaries of
India cause minutes to be kept of every General Meeting of the Company and
of every meeting of the Board or of every Committee of the Board.
(ii) Any such minutes of the meeting of the Board or of any Committee of the
Board or of the Company in General Meeting, if kept in accordance with the
Provisions of Section 118 of the Act, shall be evidence of the matters stated in
such minutes. The Minute book of General Meetings of the Company shall be
kept at the office and shall be open to inspection by members during the hours
of 10:00 A.M. to 02:00 P.M on such business days as the At requires them to be
open for inspection.
XXVII.NOTICES
116. A notice or other documents may be given by the Company to its members in
accordance with Section 20 and 101 of the Act.
117. Every person who by operation of law transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice in respect of
such share which previously to his name and address being entered on the
register shall have been duly given to the person from whom he derived his
title to such share.
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418XXVIII.ANNUAL RETURNS
118. The company shall comply with the provisions of Section 92 of the Act as to
the making of Annual Returns.
XXIX.AUTHENTICATION OF DOCUMENTS
119. Any Director or the Secretary or any officer appointed by the Board for the
propose shall have power to authenticate any documents affecting the
constitution of the Company and any books, records, documents and accounts
relating to the business of the Company, and to certify copies thereof or
extracts the reform as true copies or extracts and where any books, records,
documents or accounts are elsewhere that at the office, the local manager or
other officer of the Company having the custody thereof, shall be deemed to
be a person appointed by the Board as aforesaid.
120. A document purporting to be a copy of resolution of the Board or an extract
from the minutes of a meeting of the Board which is certified as such in
accordance with the provisions of the last proceeding Article shall be
conclusive evidence in favor of all persons dealing with the Company upon the
faith thereof that such resolution has been duly passed or, as the case may be,
that such extract is a true and accurate record of duly constitutes meeting of
the directors.
XXX.INDEMNITY
121. Every Director, Manager, Secretary or officer of the Company or any person
(Whether officer of Company or not) employed by the Company and any
person appointed Auditor shall be indemnified against all the liabilities
incurred by him as such Director, Manager, Officer, Employees or Auditor in
defending any proceedings, whether civil or criminal, in which judgment is
given in his favor or in which he is acquitted or in which relief is granted to
him by the court or the Tribunal.
XXXI.THE SEAL
122. (i) The Board shall provide for the safe custody of the seal, if any.
(ii) The Company shall have power from time to time to destroy the same and
substitute a new seal in lieu thereof and the Board shall provide for the safe
custody of the seal and the seal shall never be used except by the authority
previously given by the Board or a Committee of the Board authorized by the
Board in that behalf.
(iii) The seal of the Company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board
authorized by it in that behalf, and except in the presence of at least two
directors and of the secretary or such other person as the Board may appoint
for the purpose; and those two directors and the secretary or other person
aforesaid shall sign every instrument to which the seal of the Company is so
affixed in their presence.
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419XXXII.KEEPING OF REGISTERS AND INSPECTION
123. (i) The Company shall duly keep and maintain at the Office, Registers in
accordance with Section 85, 88, 170, 186, 187 and 189 of the Act.
(ii) The Company shall comply with the provisions of Section 17, 71, 94, 117, 118,
119 136, 170, 171, 186, 187 and 190 of the Act as to the inspection of and
supply of copies of the Registers, deeds, documents, inspection returns,
certificates and books herein mentioned to the persons, therein specified
when so required by such persons, on payment of the charges, if any
prescribed by the said sections.
(iii) Any member shall be entitled to be furnished registers, records and indices
maintained under section 88 , annual return prescribed under section 94 and
register of loans and investment by a company under section 186 of the Act
within seven working days after he has made a request for a copy on receiving
a sum of Rs.10/- for each page.
(iv) Any member shall be entitled to be within seven working days after he has
made a request for a copy of any minutes of any general meeting, on receiving
a sum of Rs.10/- for each page or part of the page.
(v) Any member demanding a request for provision of soft copy in respect of
minutes of any previous general meetings held during a period of immediately
preceding three financial years shall be entitled to be furnished, with the same
free of cost.
(vi) Any documents, record, reciter, minutes etc. required to be kept by the
Company shall be allowed to be inspected or copies to be given to any person
by a Company under the act and these articles may be kept or inspected or
copies given as the case may be in electronic form or in such form and manner
to provide copies of the whole or a part thereof of those records shall be
construed as a duty to make the records available for inspection in electronic
form or to provide copies of those records containing a clear reproduction of
the whole or part thereof as the case may be on payment of Rs. 10/- per page.
Everything contained in this article shall be in compliance of the Act and
nothing shall be deemed to be done against the provisions of the Act. In case
of any contradiction between the Act and this Article the Act shall prevail.
(vii) Where under any provisions of the Act any persons whether a member of the
Company or not entitled to inspect any register return, certificate, deed,
instrument or document required to be kept or maintained by the Company,
the person so entitled to inspection shall be permitted to inspect the same
during the business hours of 10:00 Am to 02:00 PM on such business days as
the Act requires them to be opened for inspection.
XXXIII.WINDING UP
124. Subject to the provisions of Chapter XX of the Act and Rules made there
under—
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420(i) If the Company shall be wound up, the liquidator may, with the sanction of a
Special Resolution of the Company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the
assets of the Company, whether they shall consist of property of the same kind
or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
*The Company has been converted from Private Limited Company to Public Limited Company “CHEMKART INDIA
LIMITED” vide Special Resolution passed at the Extra Ordinary General Meeting held on Friday 16th August, 2024.
Page | 32
421422SECTION XI – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our Company and
our one of the WOS, ERMPL (not being contracts entered into in the ordinary course of business carried on by our Company)
which are or may be deemed material were attached to the copy of the Red Herring Prospectus which was filed with the
RoC. Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our Registered Office
between 10 a.m. to 5 p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid/ Offer Closing
Date. The copies of the contracts and documents for inspection referred to hereunder was uploaded on the website of our
Company at https://chemkart.com/, and was made available for inspection from date of the Red Herring Prospectus until the
Bid/Offer Closing Date (except for such agreements executed after the Bid/Offer Closing Date).
MATERIAL CONTRACTS
1. Offer Agreement dated December 26, 2024 and addendum to Offer Agreement dated June 20, 2025 between our
Company, the Selling Shareholders and the Book Running Lead Manager.
2. Registrar Agreement dated January 07, 2025 and addendum to Registrar Agreement dated June 20, 2025 between our
Company, the Selling Shareholders and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated June 18, 2025 amongst our Company, the Selling Shareholders, the
Registrar to the Offer, the Book Running Lead Manager, the Syndicate Members, the Escrow Collection Bank, Sponsor
Bank, Public Offer Bank and the Refund Bank.
4. Share Escrow Agreement dated June 20, 2025 between our Company, the Selling Shareholder and the Share Escrow
Agent.
5. Market Making Agreement dated June 20, 2025 between our Company, the Selling Shareholder and the Book Running
Lead Manager and Market Maker.
6. Underwriting Agreement dated April 09, 2025 and addendum to Underwriting Agreement dated June 20, 2025 between
our Company, the Selling Shareholder and Book Running Lead Manager and the Underwriter.
7. Syndicate Agreement dated June 20, 2025 amongst our Company, the Selling Shareholder, the Book Running Lead
Manager, and Syndicate Members.
8. Monitoring Agency Agreement dated June 20, 2025 entered into among our Company and the Monitoring Agency.
9. Tripartite agreement between the CDSL, our Company and the Registrar to the Offer dated May 06, 2024.
10. Tripartite agreement between the NSDL, our Company and the Registrar to the Offer dated October 28, 2024.
MATERIAL DOCUMENTS
1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from time to time.
2. Copy of Certificate of Incorporation dated March 06, 2020 issued under the name Chemkart India Private Limited,
issued by Deputy Registrar of Companies, Central Registration Centre.
3. Copy of Fresh Certificate of Incorporation dated October 06, 2024, issued by Assistant Registrar of Companies/Deputy
Registrar of Companies/ Registrar of Companies, Central Processing Centre, consequent to change of name of the
company from “Chemkart India Private Limited” to “Chemkart India Limited” pursuant to the conversion of our
Company into a Public Limited Company.
4. Resolution of the Board of Directors dated January 13, 2025, in relation to the Offer.
5. Resolution of the Shareholders of our Company, passed at the Extra-Ordinary General Meeting held on January 16,
2025, in relation to the Offer.
4236. Resolution of the Board of Directors dated June 24, 2025, in relation to the authorisation on Offer Size and Offer
Structure.
7. Examination report for Restated Consolidated Financial Statements dated June 20, 2025, from our Peer Review Auditor
included in this Prospectus.
8. The Statement of Possible Tax Benefits dated June 20, 2025, from our Peer Review Auditor included in this Prospectus.
9. Copies of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, 2024
and 2023.
10. Consents of our Directors, Promoters, Selling Shareholders, Company Secretary and Compliance Officer, Chief
Financial Officer, Senior Management Personnel, Statutory Auditor, Chartered Engineer, Peer Review Auditor,
Practising Company Secretary, Monitoring Agency, Banker(s) to the Company, Book Running Lead Manager, Legal
Advisor to the Offer, Registrar to the Offer, Banker to the Offer, Syndicate Member, Share Escrow Agent, Underwriter,
transmittal letter and consent to transmittal letter of Selling Shareholders and Market Maker to act in their respective
capacities.
11. Certificate dated April 23, 2025, from SRJ Certification Services Private Limited executed by Mr. Santosh R. Jaiswar,
an independent chartered engineer, for certifying capacity utilization.
12. Project report titled “Project Report - Nutraceutical Facility” dated July 04, 2025, prepared and issued by SRJ
Certifications Services Private Limited.
13. Share Purchase Agreement dated September 01, 2024 entered between our Company and Mr. Ankit Shailesh Mehta
and Ms. Parul Shailesh Mehta for acquisition of equity shares for the purpose of acquisition of Easy Raw Materials
Private Limited and Vinstar Biotech Private Limited as our Company’s wholly Owned Subsidiary Companies.
14. Technical Collaboration Agreement dated February 19, 2025 entered between one of our Wholly Owned Subsidiary,
Easy Raw Materials Private Limited (ERMPL) and Shriram Institute for Industrial Research (SRIFIR) for the
development, production and formulation of a new nutraceuticals product, utilizing SRIFIR’s Technical Know-How.
15. Certificate dated March 07, 2025 from M/s. Nirmal Tiwari & Associates, Company Secretaries, with respect to their
search report in relation to certain corporate records of the Company.
16. Certificate on KPI’s issued by the Statutory Auditor M/s. Mehta & Associates, Chartered Accountants, by way of their
certificate dated June 20, 2025.
17. Board Resolution dated March 21, 2025, for approval of Draft Red Herring Prospectus, dated for June 27, 2025
approval of Red Herring Prospectus, dated July 10, 2025 for approval of Prospectus.
18. Site visit report prepared by the Book Running Lead Manager.
19. Due Diligence Certificate dated June 27, 2025 along with the site visit report by the Book Running Lead Manager.
20. In principle Approval from BSE vide letter dated May 30, 2025 to use the name of BSE in this Offer Document for
listing of Equity Shares on the BSE SME.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so, required in
the interest of our Company or if required by the other parties, without the consent of shareholders subject to compliance of
the provisions contained in the Companies Act and other relevant statutes.
424DECLARATION
We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines or regulations issued by the
Government and / or the guidelines or regulations issued by the Securities and Exchange Board of India, as the case may be,
have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013,
the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, amended, or the rules
made thereunder or Guidelines / Regulations issued, as the case may be. We further certify that all statements and disclosures
made in this Prospectus are true and correct.
Signed by the Directors of Our Company
Sd/- Sd/-
Mr. Ankit Shailesh Mehta Ms. Parul Shailesh Mehta
Chairman & Managing Director Executive Director
DIN: 06792217 DIN: 08718563
Sd/- Sd/-
Mr. Shailesh Vinodrai Mehta Mr. Anirudh Ruia
Executive Director Non-Executive Independent Director
DIN: 10563871 DIN: 10421244
Sd/- Sd/-
Mr. Rajesh kalro Mr. Abhishek Kamdar
Non-Executive Independent Director Non-Executive Independent Director
DIN: 05288562 DIN: 06422005
Sd/- Sd/-
Mr. Basavaraj Shankar Dalawai Ms. Ramdulari Saini
Chief Financial Officer Company Secretary and Compliance Officer
Date: July 10, 2025
Place: Mumbai
425DECLARATION BY SELLING SHAREHOLDER
I, Mr. Ankit Shailesh Mehta in my capacity as a Selling Shareholder, certify and confirm that all statements, disclosures and
undertakings made or confirmed by me in this Prospectus specifically in relation to myself as a Selling Shareholder and the
portion of Equity Shares offered by me in the Offer for Sale is true and correct. I assume no responsibility for any other
statements, disclosures, and undertakings, including any statements, disclosures and undertakings made by, or relating to the
Company or any other person(s) in this Prospectus.
Sd/-
Ankit Shailesh Mehta
Date: July 10, 2025
Place: Mumbai
426DECLARATION BY SELLING SHAREHOLDER
I, Ms. Parul Shailesh Mehta in my capacity as a Selling Shareholder, certify and confirm that all statements, disclosures and
undertakings made or confirmed by me in this Red Herring Prospectus specifically in relation to myself as a Selling
Shareholder and the portion of Equity Shares offered by me in the Offer for Sale is true and correct. I assume no responsibility
for any other statements, disclosures, and undertakings, including any statements, disclosures and undertakings made by, or
relating to the Company or any other person(s) in this Red Herring Prospectus.
Sd/-
Parul Shailesh Mehta
Date: July 10, 2025
Place: Mumbai
427