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24 DRAFT RED HERRING PROSPECTUS
Dated: September 10, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
(Please scan the QR Code to view the DRHP)
COTEC HEALTHCARE LIMITED 24
Corporate Identity Number: U24232UT1998PLC016093
REGISTERED OFFICE CONTACT PERSON EMAIL & TELEPHONE WEBSITE
Kishanpur, Bhagwanpur, NH-74, Jyoti Sachdeva, Email: secretarial@cotec.in https://cotec.in/
Roorkee Dehradun Highway, Company Secretary and Telephone: +91 133 223 2248
Bhagwanpur Haridwar, Roorkee – 247 Compliance Officer
661, Uttarakhand, India
OUR PROMOTERS: HARSH TIWARI AND VANDANA TIWARI
DETAILS OF THE OFFER
TYPE FRESH ISSUE OFFER FOR SALE OFFER SIZE ELIGIBILITY AND SHARE
RESERVATION AMONG QIBS, NIIS &
RIIS
Fresh Issue Up to [●] Equity Up to 6,000,000 Equity Up to [●] Equity Shares The Offer is being made pursuant to Regulation
and Offer Shares of face Shares of face value of ₹ of face 6(1) of the Securities and Exchange Board of
for Sale value of ₹ 5/- each 5/- each aggregating up value of ₹ 5/- each India (Issue of Capital and Disclosure
aggregating up to ₹ to ₹ [•] million aggregating up to ₹ [●] Requirements) Regulations, 2018, as amended
2,950.00 million million (“SEBI ICDR Regulations”). For further
details, see “Other Regulatory and Statutory
Disclosures – Eligibility for the Offer” on page
358. For details in relation to the share allocation
and reservation among QIBs, RIBs and NIBs,
see “Offer Structure” on page 376.
DETAILS OF OFFER FOR SALE
NAME OF TYPE NUMBER OF EQUITY SHARES WACA PER EQUITY SHARE (IN ₹)*
SELLING OFFERED
SHAREHOLDER
Harsh Tiwari Promoter Selling Up to 3,000,000 Equity Shares of face value 0.08
Shareholder of ₹ 5/- each aggregating up to ₹ [•] million
Vandana Tiwari Promoter Selling Up to 3,000,000 Equity Shares of face value 0.17
Shareholder of ₹ 5/- each aggregating up to ₹ [•] million
*As certified by the Statutory Auditor of our Company pursuant to a certificate dated September 10, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face
value of each Equity Share is ₹ 5/-. The Floor Price, Cap Price and Offer Price as determined by our Company in consultation with the
Book Running Lead Manager, in accordance with the SEBI ICDR Regulations and on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building process, as stated under “Basis for Offer Price” on page 115 of this Draft Red Herring
Prospectus, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISK
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 entire 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 neither been recommended, nor approved by the Securities and
Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring
Prospectus. Specific attention of the Bidders is invited to “Risk Factors” on page 32.
OUR COMPANY’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus
contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information
contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that
the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft
Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. Further, each of the Promoter Selling Shareholders severally and not jointly, accepts responsibility for, and confirms
only only the statements specifically made or confirmed by such Promoter Selling Shareholder in this Draft Red Herring Prospectus, tothe extent that such statements and information specifically pertain to such Promoter Selling Shareholder and its respective portion of the
Offered Shares, and assued responsibility that such statements are true and correct in all material respects and are not misleading in any
material respect. The Promoter Selling Shareholders,severally or jointly,assume no responsibility for any other statements in this Draft
Red Herring Prospectus, including, inter alia, any or all of the statements made or confirmed by or in relation to our Company or our
business or any other person(s) in this Draft Red Herring Prospectus.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the BSE Limited and National
Stock Exchange of India Limited. For the purposes of this Offer, [●] is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER
NAME OF BOOK RUNNING LEAD MANAGER AND CONTACT PERSON EMAIL AND TELEPHONE
LOGO
Ashish Baid/ Ritu E-mail:
Agarwal cotechealthcare.ipo@pantomathgroup.com;
Telephone: 180 088 98711
Pantomath Capital Advisors Private Limited
REGISTRAR TO THE OFFER
NAME OF REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE
M. Murali Krishna E-mail: cotechealthcare.ipo@kfintech.com;
KFin Technologies Limited Telephone: +91 406 716 2222/ 180 0309 4001
BID/OFFER PROGRAMME
ANCHOR [●]* BID/OFFER [●]* BID/ OFFER [●]**^
INVESTOR OPENS ON CLOSES ON
BIDDING DATE
*Our Company may in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.
The Anchor Investors Bid/Offer period shall be one Working Day prior to the Bid/Offer Opening Date.
**Our Company may in consultation with the Book Running Lead Manager, 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.
^UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.DRAFT RED HERRING PROSPECTUS
Dated: September 10, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Building Offer
COTEC HEALTHCARE LIMITED
Cotec Healthcare Limited (our “Company” or the “Issuer”)was incorporated under the Companies Act, 1956 as a private limited company under the name and style of ‘Cotec Healthcare Private Limited’ pursuant a certificate of
incorporation dated December 22, 1998 issued by the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana. Pursuant to an order dated February 7, 2023 passed by the Regional Director, Northern Region, New Delhi, and
pursuant to the resolutions passed by our Board of Directors in its meeting held on October 25, 2022 and by the Shareholders in an extra-ordinary general meeting held on November 21, 2022, the Registered Office of our Company
was shifted from N.C.T. of Delhi to the state of Uttarakhand. Subsequently, pursuant to resolutions passed by our Board of Directors in its meeting held on May 19, 2025 and by our Shareholders in the extra-ordinary general meeting
held on May 21, 2025, our Company was converted into a public limited company, consequent to which its name was changed to ‘Cotec Healthcare Limited’, and a fresh certificate of incorporation dated July 02, 2025, consequent to
such conversion was issued by the Registrar of Companies, Central Processing Centre. For further details, see “History and Certain Corporate Matters” on page 220.
Registered Office: Kishanpur, Bhagwanpur, NH-74, Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Roorkee – 247 661, Uttarakhand, India; Telephone: +91 133 223 2248;
E-mail: secretarial@cotec.in; Website: https://cotec.in/; Contact Person: Jyoti Sachdeva, Company Secretary and Compliance Officer;
Corporate Identity Number: U24232UT1998PLC016093
OUR PROMOTERS: HARSH TIWARI AND VANDANA TIWARI
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH (“EQUITY SHARES”) OF THE COMPANY FOR CASH AT A PRICE OF ₹ [●] PER EQUITY
SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF
UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH AGGREGATING UP TO ₹ 2,950.00 MILLION BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP
TO 6,000,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH AGGREGATING UP TO ₹ [●] MILLION COMPRISING AN OFFER FOR SALE OF UP TO 3,000,000 EQUITY SHARES OF
FACE VALUE OF ₹ 5/- EACH AGGREGATING UP TO ₹ [●] MILLION BY HARSH TIWARI AND AN OFFER FOR SALE OF UP TO 3,000,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/-
EACH AGGREGATING UP TO ₹ [●] MILLION BY VANDANA TIWARI (“PROMOTER SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE”). THE OFFER WILL CONSTITUTE [●] %
OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN
CONSULTATION WITH THE BRLM, AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER [●] AND ALL EDITIONS OF THE HINDI
NATIONAL DAILY NEWSPAPER [•] (HINDI, ALSO BEING THE REGIONAL LANGUAGE OF UTTARAKHAND, 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 BSE LIMITED (“BSE”) AND NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN
ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE
“SEBI ICDR REGULATIONS”).
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or unforeseen circumstances, our Company may, in consultation with the BRLM, 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 Exchanges, by issuing a public notice, and also by indicating the change on the website of the BRLM and at the terminals of the Syndicate Member(s) and by intimation to the Designated
Intermediaries and the Sponsor Bank(s), as applicable.
This is an Offer in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the
Book Building Process in terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations not more than 50% of the Offer shall be available for allocation
on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”), provided that our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which at least one-third shall be reserved for allocation to 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. 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 (excluding the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all 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% of the QIB Portion, the balance Equity Shares available for
allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional
Bidders (“NIBs”) of which (a) one-third of portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to ₹ 1.00 million; and (b) two-third of such portion shall be reserved for
applicants with application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Bidders, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Offer shall be available for allocation to Retail Individual
Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are required to
mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts (including UPI ID for UPI Bidders using UPI Mechanism) (defined
hereinafter) in which the Bid amount will be blocked by the SCSB or Sponsor Bank(s) as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the
Offer through the ASBA process. For details, see “Offer Procedure” on page 380.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity Share is ₹ 5/-. The Floor Price, Cap Price and Offer Price
(determined by our Company, in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by
way of the Book Building Process as stated in “Basis for Offer Price” on page 115 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance
can be given regarding an active or sustained trading in the Equity Shares 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 entire 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 neither been recommended, nor approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus.
Specific attention of the Bidders is invited to “Risk Factors” on page 32.
OUR COMPANY’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is
material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. Further, each of the Promoter Selling Shareholders severally and not jointly, accepts responsibility for, and confirms only only the statements specifically
made or confirmed by such Promoter Selling Shareholder in this Draft Red Herring Prospectus, to the extent that such statements and information specifically pertain to such Promoter Selling Shareholder and its
respective portion of the Offered Shares, and assued responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. The Promoter Selling Shareholders,
severally or jointly, assume no responsibility for any other statements in this Draft Red Herring Prospectus, including, inter alia, any or all of the statements made or confirmed by or in relation to our Company or
our business or any other person(s) in this Draft Red Herring Prospectus.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of
the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, [●] is the Designated Stock Exchange. A copy of the Red Herring Prospectus and the Prospectus shall be filed with
the RoC in accordance with Section 26(4) and Section 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to
the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 438.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
Pantomath Capital Advisors Private Limited KFin Technologies Limited
Pantomath Nucleus House, Selenium Tower B, Plot No. 31 and 32
Saki Vihar Road Financial District, Nanakramguda
Andheri East, Serilingampally, Hyderabad – 500 032
Mumbai – 400 072 Telangana, India.
Maharashtra, India. Telephone: +91 406 716 2222/ 180 0309 4001
Telephone: 180 088 98711 Email: cotechealthcare.ipo@kfintech.com
Email: cotechealthcare.ipo@pantomathgroup.com Investor grievance email:
Investor grievance email: investors@pantomathgroup.com einward.ris@kfintech.com
Contact Person: Ashish Baid/ Ritu Agarwal Contact Person: M. Murali Krishna
Website: www.pantomathgroup.com Website: www.kfintech.com
SEBI Registration number: INM000012110 SEBI Registration number: INR000000221
BID/OFFER PROGRAMME
ANCHOR INVESTOR BIDDING DATE [●]* BID/OFFER OPENS ON [●]* BID/ OFFER CLOSES ON [●]**^
*Our Company may in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors Bid/Offer period shall be one Working Day prior
to the Bid/Offer Opening Date.
**Our Company may in consultation with the Book Running Lead Manager, 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.
^UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANKTABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................ 2
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA ............................................................................................................................................................. 19
FORWARD LOOKING STATEMENTS ....................................................................................................................... 22
SECTION II – SUMMARY OF THE OFFER DOCUMENT ................................................................................... 24
SECTION III – RISK FACTORS ................................................................................................................................ 32
SECTION IV – INTRODUCTION .............................................................................................................................. 70
THE OFFER .................................................................................................................................................................... 70
SUMMARY OF FINANCIAL INFORMATION ........................................................................................................... 72
GENERAL INFORMATION .......................................................................................................................................... 76
CAPITAL STRUCTURE ................................................................................................................................................ 84
SECTION V – PARTICULARS OF THE OFFER .................................................................................................... 98
OBJECTS OF THE OFFER ............................................................................................................................................ 98
BASIS FOR OFFER PRICE .......................................................................................................................................... 115
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................ 124
SECTION VI – ABOUT OUR COMPANY .............................................................................................................. 130
INDUSTRY OVERVIEW ............................................................................................................................................. 130
OUR BUSINESS ........................................................................................................................................................... 188
KEY REGULATIONS AND POLICIES ...................................................................................................................... 209
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................................. 220
OUR MANAGEMENT ................................................................................................................................................. 227
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................................... 248
OUR GROUP COMPANIES ........................................................................................................................................ 253
DIVIDEND POLICY ..................................................................................................................................................... 254
SECTION VII – FINANCIAL INFORMATION ..................................................................................................... 255
RESTATED CONSOLIDATED FINANCIAL STATEMENTS .................................................................................. 255
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................... 311
OTHER FINANCIAL INFORMATION ....................................................................................................................... 337
CAPITALISATION STATEMENT .............................................................................................................................. 338
RELATED PARTY TRANSACTIONS ........................................................................................................................ 339
FINANCIAL INDEBTEDNESS ................................................................................................................................... 340
SECTION VIII – LEGAL AND OTHER INFORMATION ................................................................................... 343
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................................... 343
GOVERNMENT AND OTHER APPROVALS ........................................................................................................... 349
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................ 358
SECTION IX - OFFER INFORMATION ................................................................................................................ 369
TERMS OF THE OFFER .............................................................................................................................................. 369
OFFER STRUCTURE ................................................................................................................................................... 376
OFFER PROCEDURE .................................................................................................................................................. 380
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................. 403
SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................ 404
SECTION XI – OTHER INFORMATION ............................................................................................................... 438
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................... 438
DECLARATION ........................................................................................................................................................... 441SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
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 Draft Red Herring Prospectus, but not defined herein shall have the
meaning ascribed to such terms under the SEBI ICDR Regulations, SEBI Listing Regulations, the Companies Act,
the SCRA, and the Depositories Act or the rules and regulations made thereunder. Further, the Offer related
terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms
under the General Information Document. 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 Special Tax Benefits”, “Industry
Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Our Group
Companies”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
“Restated Consolidated Financial Statements”, “Outstanding Litigation and Material Developments”, “Offer
Procedure” and “Main Provisions of Articles of Association” on pages 115, 124, 130, 209, 220, 253, 311, 255,
343, 380 and 404, respectively, shall have the meanings ascribed to such terms in these respective sections.
General Terms
Term Description
“Our Company”, “The Cotec Healthcare Limited, a Company incorporated under the Companies Act,
Company” or “The Issuer” or 1956 and having its Registered Office at Kishanpur, Bhagwanpur, NH-74,
“Cotec” Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Roorkee – 247 661,
Uttarakhand, India.
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company and
our Subsidiary, on a consolidated basis.
Company related terms
Term Description
“Articles” or “Articles of The articles of association of our Company, as amended from time to time.
Association” or “AoA”
“Audit Committee” The audit committee of our Board constituted in accordance with the Companies
Act, 2013 and the SEBI Listing Regulations, and as described in “Our
Management – Committees of our Board” on page 235.
“Auditors” or “Statutory The statutory auditors of our Company, namely M/s. Rajendar K. Kumar &
Auditors” Associates, Chartered Accountants
“Board” or “Board of The board of directors of our Company, as constituted from time-to-time. For
Directors” details, see “Our Management – Board of Directors” on page 227.
“Chairman and Managing Chairman and managing director of our Company, namely, Harsh Tiwari.
Director”
“Chief Financial Officer” Chief financial officer of our Company, namely, Naveen Bist.
“Committee(s)” Duly constituted committee(s) of our Board of Directors.
“Company Secretary and Company secretary and compliance officer of our Company, being Jyoti
“Compliance Officer” Sachdeva. For details, see “Our Management – Key Managerial Personnel” on
page 243.
“Corporate Social The corporate social responsibility committee of our Board constituted in
Responsibility Committee” accordance with the Companies Act, 2013, as described in “Our Management –
or “CSR Committee” Committees of our Board” on page 235.
“D&B” or “Dun & Dun & Bradstreet Information Services India Private Limited
Bradstreet”
2Term Description
“Director(s)” Director(s) on the Board of our Company, as appointed from time to time. For
details, see “Our Management” on page 227.
“Equity Shares” Equity shares of our Company of face value of ₹ 5/- each.
“Executive Director(s)” Executive director(s) of our Company. For further details, see “Our Management
- Board of Directors” on page 227.
“F&S” Frost & Sullivan (India) Private Limited
“F&S Report” or “Industry The report titled “Independent Market Assessment of Global Pharma and CDMO
Report” Market” dated September 4, 2025, prepared and issued by F&S, which has been
commissioned by and paid for by our Company exclusively for the purposes of
the Offer, pursuant to engagement letter dated May 7, 2025.
“Group Companies” The group companies identified in accordance with the SEBI ICDR Regulations
and the Materiality Policy. For details of our Group Companies, please see
“Group Companies” on page 253.
“Independent Chartered Prateek Gupta & Company, Chartered Accountants, the independent chartered
Accountant” accountants appointed by our Company in connection with the Issue.
“Independent Director(s)” Independent director(s) appointed as per the Companies Act and the SEBI
Listing Regulations. For further details of our Independent Directors, see “Our
Management” on page 227.
“IPO Committee” IPO committee of our Board, as described in “Our Management – Committees
of our Board” on page 235.
“KMP” or “Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of
Personnel” the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013, and
as disclosed in “Our Management - Key Managerial Personnel” on page 243.
“Managing Director” Managing director of our Company, namely, Harsh Tiwari.
“Manufacturing Facility” Our Manufacturing Facility spread across an area of over 21,871.71 square
meters situated at Roorkee (Uttarakhand), which houses our three Manufacturing
Units
“Manufacturing Units” Three manufacturing units of our Company where we are manufacturing each of
our products
“Materiality Policy” The materiality policy of our Company adopted pursuant to a resolution of our
Board of Directors dated September 4, 2025 for the identification of (a) material
outstanding litigation proceedings; (b) group companies; and (c) material
creditors of our Company, pursuant to the requirements of the SEBI ICDR
Regulations and for the purposes of disclosure in this Draft Red Herring
Prospectus.
“Memorandum” or The memorandum of association of our Company, as amended from time to time.
“Memorandum of
Association” or “MoA”
“Nomination and The nomination and remuneration committee of our Board constituted in
Remuneration Committee” accordance with the Companies Act, 2013 and the SEBI Listing Regulations,
and as described in “Our Management – Committees of our Board” on page 235.
“Promoter(s)” Promoter(s) of our Company, namely, Harsh Tiwari and Vandana Tiwari.
“Promoter Group” Persons and entities which constitute the promoter group of our Company
pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations. For further
details, see “Our Promoters and Promoter Group” on page 248.
“Promoter Selling Harsh Tiwari and Vandana Tiwari
Shareholders” or “Selling
Shareholders”
“Registered Office” The registered office of our Company, situated at Kishanpur, Bhagwanpur, NH-
74, Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Roorkee – 247 661,
Uttarakhand, India.
“Registrar of Companies” or Registrar of Companies, Uttarakhand at Dehradun
“RoC”
“Restated Consolidated The Restated Consolidated Financial Statements of our Company and our
Financial Statements” Subsidiary (together referred to as the “Group”), comprising the restated
consolidated statement of assets and liabilities as at March 31, 2025, March 31,
2024 and March 31, 2023, the Restated Consolidated Statements of Profit and
Loss (including other comprehensive income), the restated consolidated
3Term Description
statement of changes in equity, the restated consolidated cash flow statement for
the Fiscals 2025, 2024 and 2023, the summary statement of material accounting
policies and other explanatory information (collectively, “the Restated
Consolidated Financial Statements”) prepared in terms of the requirements of
Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR
Regulations and the Guidance Note on “Reports in Company Prospectuses
(Revised 2019)” issued by ICAI, as amended from time to time. For further
details, see “Restated Consolidated Financial Statements” on page 255.
“SMP” or “Senior Senior management of our Company in accordance with Regulation 2(1) (bbbb)
Management” of the SEBI ICDR Regulations and as disclosed in “Our Management - Senior
Management” on page 244.
“Shareholder(s)” The equity shareholder(s) of our Company, from time to time
“Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, constituted in
Committee” accordance with the Companies Act, 2013 and the SEBI Listing Regulations, as
described in “Our Management – Committees of our Board” on page 235.
“Subsidiary” Rajinder Gyan Memorial Foundation, the subsidiary of our Company. For
further details, please see the chapter titled “History and Certain Corporate
Matters - Our subsidiary, associate or joint venture” on page 223.
“TEV Report” Techno Economic Viability Report dated September 9, 2025 issued by Dun &
Bradstreet Information Services India Private Limited in relation to the proposed
manufacturing unit.
“Whole-time Director(s)” Niraj Kumar Shukla and Ram Nivas Gupta, the Whole-time Directors of our
Company.
Offer Related Terms
Term Description
“Abridged Prospectus” Abridged prospectus means a memorandum containing such salient features of
a prospectus as may be specified by the SEBI in this behalf.
“Acknowledgement Slip” The slip or document issued by relevant Designated Intermediary(ies) to a
Bidder as proof of registration of the Bid cum Application Form.
“Allotment”, “Allot” or Unless the context otherwise requires, allotment of the Equity Shares pursuant
“Allotted” to the Fresh Issue and transfer of the Equity Shares by the Promoter Selling
Shareholders pursuant to the Offer for Sale to the successful Bidders
“Allotment Advice” A note or advice or intimation of Allotment, sent to all the Bidders who have
Bid in the Offer after approval of the Basis of Allotment 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 Red Herring Prospectus and who has Bid for an amount of at least ₹100.00
million.
“Anchor Investor The price at which Equity Shares will be allocated to Anchor Investors during
Allocation Price” the Anchor Investor Bid/Offer Period in terms of the Red Herring Prospectus
and the Prospectus, which will be decided by our Company in consultation with
the BRLM, during the Anchor Investor Bid/ Offer Period.
“Anchor Investor The application form used by an Anchor Investor to Bid in the Anchor Investor
Application Form” Portion and which will be considered as an application for Allotment in terms
of the Red Herring Prospectus and the Prospectus.
“Anchor Investor Bidding The day, being one Working Day prior to the Bid / Offer Opening Date, on
Date”/ “Anchor Investor which Bids by Anchor Investors shall be submitted, prior to and after which
Bid/ Offer Period” the Book Running Lead Manager will not accept any Bids from Anchor
Investors, and allocation to Anchor Investors shall be completed
“Anchor Investor Offer The final price at which the Equity Shares will be Allotted to the Anchor
Price” Investors in terms of the Red Herring Prospectus and the Prospectus, which
price will be equal to or higher than the Offer Price but not higher than the Cap
Price.
4Term Description
The Anchor Investor Offer Price will be decided by our Company, 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
Date” in the event 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, in
consultation with the Book Running Lead Manager, to the Anchor Investors on
a discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price in accordance with the SEBI ICDR
Regulations.
“Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to make
Blocked Amount” or a Bid and authorising an SCSB to block the Bid Amount in the relevant ASBA
“ASBA” Account and will include applications made by UPI Bidders using the UPI
Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by UPI Bidders using the UPI Mechanism.
“ASBA Account” A bank account maintained with an SCSB by an ASBA Bidder, as specified in
the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount
mentioned in the relevant ASBA Form, which may be blocked by such SCSB
or the account of the UPI Bidders blocked upon acceptance of a UPI Mandate
Request made by the UPI Bidder using the UPI Mechanism, to the extent of
the Bid Amount of the ASBA Bidder.
“ASBA Bid” A Bid made by an ASBA bidder.
“ASBA Bidder” All Bidders except Anchor Investors.
“ASBA Form(s)” An application form, whether physical or electronic, used by ASBA Bidders,
to submit Bids through the ASBA process, which will be considered as the
application for Allotment in terms of the Red Herring Prospectus and the
Prospectus.
“Banker(s) to the Shall mean, HDFC Bank Limited and State Bank of India.
Company”
“Banker(s) to the Offer” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Offer
Bank(s) 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” on page 380.
“Bid” An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor
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 SEBI ICDR Regulations and in terms of the Red Herring
Prospectus and the Bid cum Application Form.
The term “Bidding” shall be construed accordingly.
“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.
“Bid Amount” The highest value of optional Bids indicated in the Bid cum Application Form
and, in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied
by the number of Equity Shares Bid for by such Retail 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.
“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,
5Term Description
Designated RTA Locations for RTAs and Designated CDP Locations for
CDPs.
“Bid cum Application Anchor Investor Application Form or the ASBA Form, as the context requires
Form”
“Bid Lot” [●] Equity Shares of face value of ₹ 5/- each and in multiples of [●] Equity
Shares of face value of ₹ 5/- each thereafter
“Bid/Offer Closing Date” Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries will not accept any Bids, being [●],
which shall be published in all editions of [●] (a widely circulated English
national daily newspaper) and all editions of [●] (a widely circulated Hindi
national daily newspaper, Hindi also being the regional language of
Uttarakhand where our Registered Office is located, each with wide
circulation.
In case of any revisions, the extended 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 website of the Book Running Lead
Manager and at the terminals of the Syndicate Member and by intimation to
the Designated Intermediaries and the Sponsor Bank, which shall also be
notified in an advertisement in the same newspapers in which the Bid/Offer
Opening Date was published, as required under the SEBI ICDR Regulations
Our Company, 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 Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids for the Offer,
which shall also be notified in all editions of [●] (a widely circulated English
national daily newspaper) and all editions of [●] (a widely circulated Hindi
national daily newspaper, Hindi also being the regional language of
Uttarakhand where our Registered Office is located), each with wide
circulation.
“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 prospective Bidders (except Anchor Investors) can submit their Bids,
including any revisions thereof, in accordance with the SEBI ICDR
Regulations and the terms of the Red Herring Prospectus, provided that such
period shall be kept open for a minimum of three Working Days.
Our Company, 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. The
Bid/Offer Period will comprise Working Days only.
In cases of force majeure, banking strike or similar circumstances, our
Company may in consultation with the BRLM for reasons to be recorded in
writing, extend the Bid/Offer Period for a minimum of three Working Days,
subject to the Bid/Offer Period not exceeding 10 Working Days.
“Book Building Process” The book building process, as described in Part A, Schedule XIII of the SEBI
ICDR Regulations, in terms of which the Offer will be made
“Book Running Lead The book running lead manager to the Offer, namely Pantomath Capital
Manager” or “BRLM” Advisors Private Limited.
“Broker Centres” The broker centres notified by the Stock Exchanges where Bidders can submit
the ASBA Forms to a Registered Broker (in case of UPI Bidders, only using
UPI Mechanism).
The details of such Broker Centres, along with the names and contact details
of the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com).
6Term Description
“CAN” or “Confirmation of A notice or intimation of allocation of the Equity Shares sent to Anchor
Allocation Note” Investors, who have been allocated Equity Shares, on or after the Anchor
Investor Bid/Offer Period
“Cap Price” The higher end of the Price Band, above which the Offer Price and Anchor
Investor Offer Price will not be finalised and above which no Bids will be
accepted, including any revisions thereof. 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 Sponsor The cash escrow and sponsor bank agreement to be entered into between our
Bank Agreement” Company, the Promoter Selling Shareholders, the Book Running Lead
Manager, the Syndicate Members, the Registrar to the Offer, the 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.
“Circular on Streamlining SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
of Public Issues” or “UPI 2019, along with the circular issued by the NSE having reference no. 23/2022
Circular” dated July 22, 2022, and having reference number 25/2022 dated August 3,
2022 and the circular issued by BSE Limited having reference no. 20220702-
30 dated July 22, 2022, and having reference no. 20220803-40 dated August 3,
2022, SEBI master circular number SEBI/HO/CFD/PoD1/P/CIR/2024/0154
dated November 11, 2024 and any subsequent circulars or notifications issued
by the SEBI or the Stock Exchanges in this regard.
“Client ID” Client identification number maintained with one of the Depositories in
relation to the demat account
“Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered
Participant” or “CDP” with SEBI and who is eligible to procure Bids from relevant Bidders at the
Designated CDP Locations in terms of the SEBI RTA Master Circular, and the
UPI Circulars issued by SEBI, as per the list available on the websites of BSE
and NSE, as updated from time to time.
“Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure
Share Transfer Agents” or Bids at the Designated RTA Locations as per the lists available on the website
“CRTAs” of BSE and NSE, and the UPI Circulars.
“Cut-off Price” The Offer Price, as finalized by our Company, in consultation with the Book
Running Lead Manager which shall be any price within the Price Band.
Only Retail Individual Bidders Bidding in the Retail Portion, are entitled to Bid
at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price.
“Demographic Details” Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/ husband, investor status, occupation and bank account details and UPI
ID, where applicable
“Designated CDP Such locations of the CDPs where Bidders (other than Anchor Investors) can
Locations” submit the ASBA Forms, a list of which, along with names and contact details
of the Collecting Depository Participants eligible to accept ASBA Forms are
available on the websites of the respective Stock Exchanges
(www.bseindia.com and www.nseindia.com), and updated from time to time
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the
Escrow Account(s) to the Public Offer Account(s) or the Refund Account(s),as
the case may be, and/or the instructions are issued to the SCSBs (in case of UPI
Bidders, instruction issued through the Sponsor Bank) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer
Account(s) / or, the Refund Account(s) as the case may be, in terms of the Red
Herring Prospectus and the Prospectus after finalization of the Basis of
Allotment in consultation with the Designated Stock Exchange, following
which Equity Shares will be allotted in the Offer.
“Designated Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs
Intermediaries” (other than in relation to UPI Bidders 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.
7Term Description
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion,
NIBs bidding with an application size of up to ₹ 0.50 million (not using the
UPI Mechanism) 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 Bidder
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 RTA Such locations of the RTAs where relevant ASBA Bidders can submit the
Locations” ASBA Forms to 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
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com).
“Designated SCSB Such branches of the SCSBs which shall collect ASBA Forms, a list of which
Branches” is available on the website of the SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes)
and updated from time to time, and at such other websites as may be prescribed
by SEBI from time to time.
“Designated Stock [•]
Exchange”
“Draft Red Herring This draft red herring prospectus dated September 10, 2025, filed with SEBI
Prospectus” or “DRHP” and Stock Exchanges and issued in accordance with the SEBI ICDR
Regulations, which does not contain complete particulars of the Offer,
including the price at which the Equity Shares are offered and the size of the
Offer, and includes any addenda or corrigenda thereto.
“Eligible FPI(s)” FPIs 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 Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares offered thereby.
“Eligible NRI(s)” NRI(s) eligible to invest under the relevant provisions 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 Red Herring 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
Bank(s)” an issue under the SEBI BTI Regulations and with whom the Escrow Account
will be opened, in this case being, [●].
“First Bidder” or “Sole The Bidder whose name shall be mentioned in the Bid cum Application Form
Bidder” or the Revision Form and in case of joint Bids, whose name shall also appear
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.
8Term Description
“Fresh Issue” Fresh issue of up to [●] Equity Shares of face value ₹ 5/- each aggregating up
to ₹ 2,950.00 million by our Company.
“Fugitive Economic An individual who is declared a fugitive economic offender under Section 12
Offender” of the Fugitive Economic Offenders Act, 2018.
“General Information The general information document for investing in public offers, prepared and
Document” or “GID” issued by SEBI, in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars, as amended from time to time. The General Information Document
shall be available on the websites of the Stock Exchanges and Book Running
Lead Manager.
“Gross Proceeds” Gross proceeds of the Fresh Issue that will be available to our Company.
“Mobile App(s)” The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId= 43 or such other website as may be updated from time to time,
which may be used by UPI Bidders to submit Bids using the UPI Mechanism
as provided under ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
“Monitoring Agency” [•]
“Monitoring Agency Agreement dated [●], entered between our Company and the Monitoring
Agreement” Agency.
“Mutual Fund” Mutual funds registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996.
“Mutual Fund Portion” Up to 5% of the Net QIB Portion or [●] Equity Shares of face value ₹ 5/- each
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 Proceeds” Proceeds of the Fresh Issue less Offer expenses borne by our Company. For
details in relation to use of the Net Proceeds and the Offer expenses, see
“Objects of the Offer” on page 98.
“Net QIB Portion” The portion of the QIB Portion less the number of Equity Shares Allotted to
the Anchor Investors.
“Non-Institutional All Bidders including FPIs other than individuals, corporate bodies and family
Investors” or “NII(s)” or offices registered with SEBI that are not QIBs (including Anchor Investors) or
“Non-Institutional Bidders” RIBs who have Bid for Equity Shares, for an amount of more than ₹ 0.20
or “NIB(s)” million (but not including NRIs other than Eligible NRIs)
“Non-Institutional Portion” The portion of the Offer being not less than 15% of the Offer comprising of [●]
Equity Shares of face value ₹ 5/- each which shall be available for allocation
to NIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price in the following manner:
a) One-third of the portion available to Non-Institutional Bidders shall be
reserved for applicants with an application size of more than ₹ 0.20 million
and up to ₹1.00 million; and
b) Two-thirds of the portion available to Non-Institutional Bidders shall be
reserved for applicants with an application size of more than ₹1.00 million
Provided that the unsubscribed portion in either of the sub-categories specified
in clauses (a) or (b), may be allocated to applicants in the other sub-category
of NIBs.
“Non-Resident” or “NRI” 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 up to [●] Equity Shares of face value of ₹ 5/- each
for cash at a price of ₹[●] each (including a share premium of ₹[●] per Equity
Share of face value ₹ 5/-), aggregating up to ₹ [●] million, comprising of the
Fresh Issue of up to [●] Equity Shares of face value of ₹ 5/- each, aggregating
9Term Description
up to ₹ 2,950.00 million and Offer for Sale of up to 6,000,000 Equity Shares
of face value of ₹ 5/- each, aggregating up to ₹ [●] million.
“Offer Agreement” The offer agreement dated September 10, 2025, entered into among our
Company, the Promoter Selling Shareholders and the Book Running Lead
Manager, pursuant to which certain arrangements are agreed upon in relation
to the Offer.
“Offer for Sale” or Offer for Sale of up to 6,000,000 Equity Shares of face value ₹ 5/- each
“Offered Shares” aggregating up to ₹ [●] million by the Promoter Selling Shareholders.
“Offer Price” The final price at which Equity Shares will be Allotted to ASBA Bidders in
terms of the Red Herring Prospectus and the Prospectus. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the
Red Herring Prospectus and in accordance with the SEBI ICDR Regulations.
The Offer Price will be decided by our Company, in consultation with the Book
Running Lead Manager on the Pricing Date.
“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 Promoter
Selling Shareholders. For further information about use of the Offer Proceeds,
see “Objects of the Offer” on page 98.
“Pantomath” or “PCAPL” Pantomath Capital Advisors Private Limited
“Price Band” The price band of a minimum price of ₹[●] per Equity Shares of face value ₹
5/- (Floor Price) and the maximum price of ₹[●] per of face value ₹ 5/- (Cap
Price) including revisions thereof. The Cap Price shall be at least 105% of the
Floor Price.
The Price Band and the minimum Bid Lot for the Offer will be decided by our
Company, in consultation with the Book Running Lead Manager, and will be
advertised in all editions of [●] (a widely circulated English national daily
newspaper) and all editions of [●] (a widely circulated Hindi national daily
newspaper, Hindi also being the regional language of Uttarakhand where our
Registered Office is located), each with wide circulation, at least two Working
Days prior to the Bid/Offer Opening Date, with the relevant financial ratios
calculated at the Floor price and at the Cap Price, and shall be available to the
Stock Exchanges for the purpose of uploading on their respective websites.
“Pricing Date” The date on which our Company, in consultation with the Book Running Lead
Manager, will finalise the Offer Price.
“Promoters’ Contribution”/ Aggregate of 20% of the fully diluted post-Offer equity share capital of our
“Minimum Promoters’ Company, excluding the Equity Shares offered in the Offer for Sale, that is
Contribution” eligible to form part of the minimum promoters’ contribution, as required under
the provisions of the SEBI ICDR Regulations, held by our Promoters, which
shall be locked-in for a period of three years from the date of Allotment.
“Prospectus” The prospectus to be filed with the RoC, in accordance with the Companies
Act, 2013 and the SEBI ICDR Regulations containing, amongst other things,
the Offer Price that is determined at the end of the Book Building Process, the
size of the Offer and certain other information, including any addenda or
corrigenda thereto.
“Public Offer Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account to be opened, in accordance
with Section 40(3) of the Companies Act, with the Public Offer Bank to receive
monies from the Escrow Account and the ASBA Accounts on the Designated
Date.
“Public Offer Account The bank(s) which are a clearing member and registered with SEBI as a banker
Bank(s)” to an issue, and with whom the Public Offer Account for collection of Bid
Amounts from Escrow Accounts and ASBA Accounts will be opened, in this
case being [●],
“QIB Portion” The portion of the Offer (including the Anchor Investor Portion) being not
more than 50% of the Offer, consisting of [●] Equity Shares which shall be
available for allocation to QIBs, including the Anchor Investors on a
proportionate basis, including the Anchor Investor Portion (which allocation
shall be on a discretionary basis, as determined by our Company, in
10Term Description
consultation with the Book Running Lead Manager up to a limit of 60% of the
QIB Portion) subject to valid Bids being received at or above the Offer Price
or Anchor Investor Offer Price (for Anchor Investors), as applicable.
“Qualified Institutional A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the
Buyers” or “QIBs” SEBI ICDR Regulations
“QIB Bidders” QIBs who Bid in the Offer.
“QIB Bid/Offer Closing In the event our Company, in consultation with the BRLM, decide to close
Date” Bidding by QIBs one day prior to the Bid/Offer Closing Date, the date one day
prior to the Bid/Offer Closing Date; otherwise, it shall be the same as the
Bid/Offer Closing Date.
“Red Herring Prospectus” The red herring prospectus to be 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 will be 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 [●].
“Registered Broker” Stock brokers registered with the stock exchanges having nationwide terminals
other than the members of the Syndicate, and eligible to procure Bids in terms
of the circular No. CIR/CFD/14/2012 dated October 4, 2012 and the SEBI
ICDR Master Circular issued by SEBI.
“Registrar Agreement” Registrar agreement dated September 10, 2025, entered into among our
Company, the Promoter 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.
“Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure
Transfer Agents” or Bids at the Designated RTA Locations as per the lists available on the website
“RTAs” of BSE and NSE, and the UPI Circulars.
“Registrar” or “Registrar to Kfin Technologies Limited
the Offer”
“Resident Indian” A person resident in India, as defined under FEMA
“Retail Individual Bidders” Individual Bidders, who have Bid for the Equity Shares for an amount not more
or “RIB(s)” or “Retail than ₹ 0.20 million in any of the bidding options in the Offer (including HUFs
Individual Investors” or applying through their Karta) and Eligible NRIs
“RII(s)”
“Retail Portion” The portion of the Offer being not less than 35% of the Offer consisting of [●]
Equity Shares of face value of ₹ 5 each which shall be available for allocation
to Retail Individual Bidders in accordance with the SEBI ICDR Regulations,
which shall not be less than the minimum Bid Lot, subject to valid Bids being
received at or above the Offer Price.
“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.
Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and
withdraw their Bids until Bid/Offer Closing Date
“SCORES” SEBI Complaints Redress System
“Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA
Bank(s)” or “SCSB(s)” (other than using the UPI Mechanism), a list of which is available on the
11Term Description
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&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=ye
s&intmId=40, or such other website as may be prescribed by SEBI from time
to time
Applications through UPI in the Offer can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list of
SCSBs and mobile application, which, are live for applying in public issues
using UPI Mechanism is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=43, as updated from time to time.
“Share Escrow Agent” The share escrow agent to be appointed pursuant to the Share Escrow
Agreement namely, [●].
“Share Escrow Agreement” Share escrow agreement to be entered into among our Company, the Promoter
Selling Shareholders and the Share Escrow Agent in connection with the
transfer of Equity Shares under the Offer for Sale by the Promoter 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.
“SMS” Short Messaging Service.
“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 Bank(s)” [●], being Banker(s) to the Offer registered with SEBI, appointed by our
Company to act as conduits between the Stock Exchanges and NPCI in order
to push the mandate collect requests and / or payment instructions of the UPI
Bidders using the UPI Mechanism, in terms of the UPI Circulars.
“Stock Exchanges” Collectively, BSE Limited and National Stock Exchange of India Limited
“Sub-Syndicate Member” The sub-Syndicate Member, if any, appointed by the Book Running Lead
Manager and the Syndicate Member, to collect ASBA Forms and Revision
Forms.
“Syndicate Agreement” Syndicate agreement to be entered into among our Company, the Promoter
Selling Shareholders, the Registrar and the members of the Syndicate in
relation to collection of Bid cum Application Forms by the Syndicate.
“Syndicate Member” Intermediary (other than the Book Running Lead Manager) registered with
SEBI who are permitted to accept bids, applications and place order with
respect to the Offer, namely [●].
“Syndicate” or “members Together, the Book Running Lead Manager and the Syndicate Member.
of the Syndicate”
“Systemically Important Systemically important non-banking financial company as defined under
Non-Banking Financial Regulation 2(1)(iii) of the SEBI ICDR Regulations.
Company” or “NBFC-SI”
“Underwriters” [●]
“Underwriting Agreement” Underwriting agreement dated [●] to be entered into among our Company, the
Promoter Selling Shareholders and the Underwriters, on or after the Pricing
Date, but prior to filing the Prospectus with the RoC.
“UPI” Unified Payments Interface, which is an instant payment mechanism developed
by NPCI.
“UPI Bidders” Collectively, individual Bidders who applied as (i) Retail Individual Bidders in
the Retail Category, and (ii) Non-Institutional Bidders with an application size
of up to ₹ 0.50 million in the Non-Institutional Category, and Bidding under
the UPI Mechanism through ASBA Form(s) submitted with Syndicate
12Term Description
Members, Registered Brokers, Collecting Depository Participants and
Collecting Registrar and Share Transfer Agents.
Pursuant to the SEBI ICDR Master Circular and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not
rescinded by the SEBI ICDR Master Circular), all individual investors applying
in public issues where the application amount is up to ₹ 0.50 million shall use
UPI and shall provide their UPI ID in the bid-cum-application form submitted
with: (i) a syndicate member, (ii) a stock broker registered with a recognized
stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose
name is mentioned on the website of the stock exchange as eligible for such
activity), and (iv) a registrar to an issue and share transfer agent (whose name
is mentioned on the website of the stock exchange as eligible for such activity).
“UPI ID” ID created on UPI for single-window mobile payment system developed by the
NPCI.
“UPI Mandate Request” A request (intimating the UPI Bidder by way of a notification on the UPI
application and by way of a SMS directing the UPI Bidder to such UPI
application) to the UPI Bidder initiated by the Sponsor Bank(s) to authorize
blocking of funds in the relevant ASBA Account through the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
In accordance with the applicable UPI Circulars, UPI Bidders Bidding may
apply through the SCSBs and mobile applications whose names appears on the
website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=ye
s&intmId=43) respectively, as updated from time to time.
“UPI Mechanism” The mechanism that may be used by a UPI Bidder to make a Bid in the Offer
in accordance with the UPI Circulars.
“UPI PIN” Password to authenticate UPI transaction.
“Wilful Defaulter” Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
“Working Day” All days on which commercial banks in Mumbai, Maharashtra 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/Industry Related Terms/Abbreviations
Term Description
B2B Business-to-business
B2G Business-to-government
CAGR Compounded Annual Growth Rate
CDMO Contract Development and Manufacturing Organization
c-GMP Current Good Manufacturing Practices
CHE Current Health Expenditure
CRR Cash Reserve Ratio
Commonwealth of The commonwealth of independent states includes Armenia, Azerbaijan,
Independent States or (CIS) Belarus, Kazakhstan, Kyrgyzstan, Russia, Tajikistan, and Uzbekistan.
EU European Union
EU-GMP European Union Good Manufacturing Practice
13Term Description
FFS Form–fill–seal
FDA Food and Drug Administration (USA)
GDP Gross Domestic Product
GHE Government Health Expenditure
GMP Good Manufacturing Practices
IMF International Monetary Fund
IPM Indian Pharmaceutical Market
MSME Micro, Small and Medium Enterprises
OECD Organisation for Economic Co-operation and Development
OOP Out-of-Pocket Expenditure
OSD Oral Solid Dosage
OTC Over-the-Counter (medicines)
PLI Production Linked Incentive
PM Gati Shakti – NMP PM Gati Shakti – National Master Plan
R&D Research and Development
RoC Registrar of Companies
SMETA SEDEX Members Ethical Trade Audit
SRN Service Request Number
STEM Science, Technology, Engineering and Mathematics
SVP Small Volume Parenteral
Schedule M Schedule M of the Drugs and Cosmetics Act, 1940 & Rules, 1945
UK United Kingdom
USA / US United States of America
UPI Unified Payments Interface
WHO World Health Organization
Key Performance Indicators
Term Description
Debt Equity Ratio Total debt divided by total equity, where total debt = total current & non-current
borrowings, and total equity = equity share capital + other equity.
EBITDA Earnings before interest, taxes, depreciation and amortisation expense, which
has been arrived at by obtaining the profit before tax/(loss) for the year and
adding back finance costs, depreciation and amortisation and impairment
expense and reducing other income and exceptional items.
EBITDA Margin EBITDA as a percentage of revenue from operations.
Fixed Assets Turnover Revenue from operations divided by the sum of net block of property, plant and
Ratio equipment as at the end of the Fiscal.
Inventory Days Inventory days provides number of days a business holds its inventory before
selling it.
Net Worth Defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the
aggregate value of the paid-up share capital and all reserves created out of the
profits and securities premium account and debit or credit balance of profit and
loss account, after deducting accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the audited balance sheet, but
excluding reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.
PAT Net profit after tax for the year.
PAT Margin PAT divided by revenue from operations.
Return on Net Worth Net profit after tax divided by Net Worth as at the end of the year.
Return on Capital EBIT divided by capital employed, where: (i) EBIT means EBITDA minus
Employed depreciation and amortisation expense; and (ii) Capital employed means Net
Worth + total current & non-current borrowings – cash and cash equivalents and
other bank balances.
Revenue from Revenue from operating activities.
Operations
Total Borrowings Current and non-current borrowings.
14Term Description
Working Capital Days Working Capital Days describes the number of days it takes for us to convert our
working capital into revenue and is calculated by deducting trade payable days
from trade receivable days.
Conventional and General Terms or Abbreviations
Term Description
“AGM” Annual General Meeting
“AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended
“AIFs” Alternative investment funds as defined in and registered under the AIF
Regulations
“AY” Assessment Year
“AS” Accounting standards issued by the Institute of Chartered Accountants of India,
as notified from time to time
“Bn” Billion
“BSE” BSE Limited
“BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations,
1994, as amended
“CAGR” Compounded Annual Growth Rate
“Calendar Year” or “year” Unless the context otherwise requires, shall refer to the twelve month period
ending December 31
“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
“CFO” Chief Financial Officer
“CIN” Corporate Identity Number
“Companies Act, 1956” Companies Act, 1956 along with the relevant rules made thereunder
“Companies Act, 2013” / Companies Act, 2013, along with the relevant rules, regulations, clarifications,
“Companies Act” circulars and notifications issued thereunder, as amended to the extent currently
in force
“Consolidated FDI Policy” Consolidated Foreign Direct Investment Policy notified by the DPIIT under
DPIIT File Number 5(2)/2020-FDI Policy dated October 15, 2020, effective
from October 15, 2020 issued by the Department of Promotion of Industry and
Internal Trade, Ministry of Commerce and Industry, Government of India, and
any modifications thereto or substitutions thereof, issued from time to time
“COVID-19” A public health emergency of international concern as declared by the World
Health Organization on January 30, 2020, and a pandemic on March 11, 2020
“CSR” Corporate social responsibility
“Demat” Dematerialised.
“Depositories Act” Depositories Act, 1996 read with the rules and regulations thereunder
“Depository” or NSDL and CDSL
“Depositories”
“DIN” Director Identification Number
“DP ID” Depository Participant’s Identification Number
“DP” or “Depository A depository participant as defined under the Depositories Act
Participant”
“EGM” Extraordinary general meeting
15Term Description
“FDI Policy” The consolidated foreign direct policy bearing DPITT file number 5(2)/2020-
FDI Policy dated October 15, 2020, and effective from October 15, 2020,
issued by the Department of Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India, and any
modifications thereto or substitutions thereof, issued from time to time
“FDI” Foreign direct investment
“FEMA” Foreign Exchange Management Act, 1999, as amended, including the rules and
regulations thereunder
“FEMA Non-debt Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Instruments Rules” or
“FEMA Rules”
“FEMA Regulations” Foreign Exchange Management (Transfer of Issue of Security by a Person
Resident outside India) Regulations, 2017, as amended
“Financial Year”, “Fiscal”, Period of twelve months commencing on April 1 of the immediately preceding
“FY” or “F.Y.” calendar year and ending on March 31 of that particular year, unless stated
otherwise
“FIPB” The erstwhile Foreign Investment Promotion Board
“FIR” First information report
“FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019, as amended
“FPI(s)” Foreign Portfolio Investor, as defined under the FPI Regulations
“FVCI Regulations” Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000) registered with SEBI
“FVCI” Foreign venture capital investors, as defined and registered with SEBI under
the FVCI Regulations
“GDP” Gross domestic product
“GoI” or “Government” or Government of India
“Central Government”
“GST” Goods and services tax
“HUF” Hindu undivided family
“IAS Rules” Companies (Indian Accounting Standards) Rules, 2015, as amended
“ICAI” The Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards of the International Accounting
Standards Board
“IGAAP” or “Indian Accounting standards notified under section 133 of the Companies Act, 2013,
GAAP” read with Companies (Accounting Standards) Rules, 2006, as amended and the
Companies (Accounts) Rules, 2014, as amended
“Ind AS” or “Indian Indian Accounting Standards notified under Section 133 of the Companies Act,
Accounting Standards” 2013 read with IAS Rules
“Ind AS 24” Indian Accounting Standard 24, “Related Party Disclosures”, notified by the
Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013
and other relevant provisions, as applicable
“Ind AS 37” Indian Accounting Standard 37, “Provisions, Contingent Liabilities and
Contingent Assets”, notified by the Ministry of Corporate Affairs under
Section 133 of the Companies Act, 2013 and other relevant provisions, as
applicable
“India” Republic of India
“Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations” Regulations, 2015, as amended
“IPO” Initial public offer
“ISIN” International Securities Identification Number
“IST” Indian standard time
“IT Act” The Income Tax Act, 1961
“IT” Information technology
“KYC” Know Your Customer
“MCA” Ministry of Corporate Affairs, Government of India
“MCLR” Marginal Cost of Funds Based Landing Rate
16Term Description
“Mn / mn” Million
“MSME” Small scale undertakings as per the Micro, Small and Medium Enterprises
Development Act, 2006
“MT” Metric tonne
“N.A.” or “NA” Not applicable
“NAV” Net asset value
“NBFC” Non-Banking Financial Company
“NEFT” National electronic fund transfer
“No.” Number
“NPCI” National Payments Corporation of India
“NRE Account” Non-resident external account established in accordance with the Foreign
Exchange Management (Deposit) Regulations, 2016, as amended
“NRI” or “Non-Resident Non-Resident Indian as defined under the FEMA Regulations
Indian”
“NRO Account” Non-resident ordinary account established in accordance with the Foreign
Exchange Management (Deposit) Regulations, 2016, as amended
“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
Corporate Body” indirectly to the extent of at least 60% by NRIs including overseas trusts in
which not less than 60% of the beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant
to the general permission granted to OCBs under the FEMA. OCBs are not
allowed to invest in the Offer
“P/E Ratio” Price/earnings ratio
“PAN” Permanent account number allotted under the Income Tax Act, 1961, as
amended
“RBI” Reserve Bank of India
“RONW” Return on Net Worth
“Rs.” or “Rupees” or “₹” or Indian Rupees
“INR”
“RTGS” Real time gross settlement
“SBEB Regulations 2021” Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, as amended
“SCRA” Securities Contracts (Regulation) Act, 1956, as amended
“SCRR” Securities Contracts (Regulation) Rules, 1957, as amended
“SEBI Act” Securities and Exchange Board of India Act, 1992, as amended
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
“SEBI ICDR Master SEBI master circular with number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
Circular” dated November 11, 2024
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,
Regulations” 1992, as amended
“SEBI RTA Master SEBI master circular bearing number
Circular” SEBI/HO/MIRSD/MIRSDPoD/P/CIR/2025/91 dated June 23, 2025
“SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations” Takeovers) Regulations, 2011, as amended.
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEZ” Special Economic Zone
“Sr.” Serial
“State Government” Government of a State of India
“U.S. GAAP” Generally Accepted Accounting Principles in the United States of America
“U.S.A”/ “U.S.”/ “United United States of America and its territories and possessions, including any state
States” of the United States
17Term Description
“USD” or “US$” United States Dollars
“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, as amended or the Securities and Exchange Board of India (Alternative
Investment Funds) Regulations, 2012, as amended, as the case may be
18CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL
INFORMATION AND MARKET DATA
Certain Conventions
All references to “India” contained in this Draft Red Herring 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 “US”, “U.S.”, “USA” or “United States”, in this Draft Red Herring Prospectus are to the
United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a ‘year’ in this Draft Red Herring Prospectus are to a
calendar year and all references to a ‘fiscal’ and a ‘financial year’ are to a financial year.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Draft Red Herring Prospectus have been derived from our Restated Consolidated Financial Statements. For further
information, see “Restated Consolidated Financial Statements” and “Other Financial Information” on pages 255
and 337, respectively.
The Restated Consolidated Financial Statements of our Company and our Subsidiary (together referred to as the
“Group”), comprising the restated consolidated statement of assets and liabilities as at March 31, 2025, March
31, 2024 & March 31, 2023, the Restated Consolidated Statements of Profit and Loss (including other
comprehensive income), the restated consolidated statement of changes in equity, the restated consolidated cash
flow statement for the Fiscals 2025, 2024 and 2023, the summary statement of material accounting policies and
other explanatory information (collectively, “the Restated Consolidated Financial Statements”) prepared in
terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations
and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI, as amended from
time to time. For further information, see “Summary of Financial Information”, “Restated Consolidated Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 72, 255 and 311, respectively.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year and accordingly, all references to a particular financial year or fiscal are
to the 12 month period commencing on April 1 of the immediately preceding calendar year and ending on March
31 of that particular calendar year.
Unless the context requires otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar
year and references to a Fiscal are to the year ended on March 31, of that calendar year.
There are significant differences between Ind AS, 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 Draft Red Herring 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 Draft Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on the financial disclosures presented in this Draft Red
Herring Prospectus should, accordingly, be limited. For risks relating to significant differences between Ind AS
and other accounting principles, see “Risk Factors – Risk Factor 58 - Significant differences exist between Ind AS
used to prepare our financial information and other accounting principles, such as U.S. GAAP and IFRS, which
may affect investors’ assessments of our Company’s financial condition” on page 62.
19Unless the context otherwise indicates, any percentage amounts or ratios (excluding certain operational metrics),
relating to the financial information of our Company in this Draft Red Herring Prospectus have been calculated
on the basis of our Restated Consolidated Financial Statements, as applicable.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second
decimal to conform to their respective sources.
Non-GAAP Financial Measures
Certain non-GAAP measures and other operating metrices such as EBITDA, EBITDA Margin, PAT Margin,
Return on Net Worth, Return on Capital Employed, Debt-Equity Ratio, Fixed Asset Turnover Ratio, CAGR
(Fiscal 2023 to Fiscal 2025) for Revenue, EBITDA and certain other statistical information (the “Non-GAAP
Measures"), presented in this Draft Red Herring Prospectus are a supplemental measure of our performance and
liquidity that are not required by, or presented in accordance with, Ind AS, US GAAP, or IFRS. Further, these
Non-GAAP Measures and other operating metrices are not a measurement of our financial performance or
liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative
to cash flows, profit for the period / year or any other measure of financial performance or as an indicator of our
operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities derived in accordance with Ind AS, IFRS or US GAAP. In addition, these Non-GAAP Measures are not
a standardised term, hence a direct comparison of similarly titled Non-GAAP Measures and other operating
matrices between companies may not be possible. Other companies may calculate the Non-GAAP Measures and
other operating matrices differently from us, limiting its usefulness as a comparative measure. Although the Non-
GAAP Measures and other operating matrices are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating
us because it is a widely used measure to evaluate a company’s operating performance.
Currency and Units of Presentation
All references to:
• ‘Rupees’ or ‘₹’ or ‘Rs.’ or ‘INR’ are to Indian Rupees, the official currency of the Republic of India; and
• ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars and the official currency of the
United States of America.
Our Company has presented certain numerical information in this Draft Red Herring Prospectus in “million” units.
One million represents 1,000,000 and one billion represents 1,000,000,000.
However, where any figures that may have been sourced from third-party industry sources are expressed in
denominations other than million, such figures appear in this Draft Red Herring Prospectus in such denominations
as provided in the respective sources.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be
construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees,
at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:
Currency As on March 31, 2025** (₹) As on March 31, 2024 (₹)* As on March 31, 2023 (₹)
1 USD 85.58 83.37 82.22
20(Source: www.fbil.org.in)
*Since March 29, 2024 was a public holiday and March 30, 2024 and March 31, 2024 were Saturday and Sunday, respectively, exchange rates
as of March 28, 2024 have been considered for disclosure in the aforementioned table.
**Since March 31, 2025 was a public holiday and March 29, 2025 and March 30, 2025 were Saturday and Sunday, respectively, exchange
rates as of March 28, 2025 have been considered for disclosure in the aforementioned table.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from the report titled ‘Independent Market Assessment of Global Pharma and CDMO Market’ dated
September 4, 2025, prepared by F&S, which has been prepared exclusively for the purpose of understanding the
industry in connection with the Offer and commissioned and paid for by our Company, pursuant to the engagement
letter dated May 7, 2025. The F&S Report is available on the website of our Company at the following web-link:
https://cotec.in/industry-report/# until the Bid / Offer Closing Date. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the F&S Report and included in this Draft Red
Herring Prospectus with respect to any particular year, refers to such information for the relevant calendar year.
F&S is an independent agency which has no relationship with our Company, our Promoters, any of our Directors,
Subsidiary, Key Managerial Personnel, Senior Management or the Book Running Lead Manager. The F&S Report
is subject to the following disclaimer:
“Fost & Sullivan has taken due care and caution in preparing the report based on the information obtained by
Frost & Sullivan from sources which it considers reliable (“Data”). The report is not a recommendation to invest
/ disinvest in any entity covered in the report and no part of the report should be construed as an expert advice or
investment advice or any form of investment banking within the meaning of any law or regulation. Without limiting
the generality of the foregoing, nothing in the report is to be construed as Frost & Sullivan providing or intending
to provide any services in jurisdictions where Frost & Sullivan does not have the necessary permission and/or
registration to carry out its business activities in this regard. Cotec Healthcare Limited will be responsible for
ensuring compliances and consequences of non-compliances for use of the report or part thereof outside India.
No part of this Frost & Sullivan report may be published/reproduced in any form without Frost & Sullivan’s prior
written approval.”
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but accuracy, completeness relevance
of such information shall be subject to the disclaimers, context and underlying assumptions of such sources. The
data used in these sources may have been reclassified by us for the purposes of presentation and may also not be
comparable. The excerpts of the Industry Report are disclosed in this Draft Red Herring Prospectus and there are
no parts, Information, data (which may be relevant for the proposed Issue), left out or changed in any manner.
The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful
depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such
information. There are no standard data gathering methodologies in the industry in which our Company conducts
business and methodologies, and assumptions may vary widely among different market and industry sources. In
addition, certain data in relation to our Company used in this Draft Red Herring Prospectus has been obtained or
derived from the F&S Report which may differ in certain respects from our Restated Consolidated Financial
Statements as a result of, inter alia, the methodologies used in compiling such data. Accordingly, investment
decision should not be made based on such information.
Such information involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those discussed in “Risk Factors – Risk Factor 60 - Statistical and industry data in this
Draft Red Herring Prospectus are derived from the F&S Report, which was commissioned and paid for by us for
the purpose of the Offer. Reliance on information from the F&S Report for making an investment decision in the
Offer is subject to inherent risks” on page 62. Accordingly, no investment decision should be solely made on the
basis of such information. In accordance with the disclosure requirements under the SEBI ICDR Regulations,
“Basis for the Offer Price” on page 115 includes information relating to our peer group companies. Such
information has been derived from publicly available sources specified therein.
21FORWARD LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may
be described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will”, “will continue”,
“seek to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly,
statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking
statements. All statements regarding our expected financial conditions, results of operations, business plans and
prospects are forward-looking statements. These forward-looking statements include statements as to our business
strategy, plans, revenue and profitability (including, without limitation, any financial or operating projections or
forecasts) and other matters discussed in this Draft Red Herring Prospectus that are not historical facts. However,
these are not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
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 and globally which have an impact on our business activities,
investments, or the industry in which we operate, 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 and globally, changes in domestic laws, regulations and taxes,
changes in competition in the industry in which we operate and incidents of any natural calamities and/or acts of
violence. Certain important factors that could cause actual results to differ materially from our Company’s
expectations include, but are not limited to, the following:
• Out of our diversified product portfolio, approximately 36.79%-47.12% of our Revenue from Operations
during the preceding three Fiscals was derived from the sale of tablets. Any reduction in demand for these
products may adversely affect our business, financial condition, results of operations and cash flows;
• While, we served 154, 177 and 122 customers during the Fiscal 2025, 2024 and 2023, our top ten customers
contributed to 67.34%, 61.64% and 70.37% of our Revenue from Operations during the said period,
respectively. A decrease in the revenue derived from such customers, could have an adverse effect on our
business, financial condition, results of operations and cash flows;
• Our CDMO agreements impose several contractual obligations upon us. If we are unable to meet these
contractual obligations and/ or our customers perceive any deficiency in our service we may face legal
liabilities and consequent damage to our reputation which may in-turn adversely impact our business, results
of operations and financial condition;
• We derived about 79.37%-92.72% of our Revenue from Operations from repeat customers in the preceding
three Fiscals, and any loss of or a significant reduction in the repeat customers or revenue generated from
them could adversely affect our business, results of operations, financial condition and cash flows; and
• Majority of our key material purchases, being APIs, excipients and packing material, sourced from a
diversified supplier base, is not under any long term purchase agreements. Any reduction of supplies or our
discontinuation of supplies from our top suppliers could have a material adverse effect on our business,
financial condition, results of operations and cash flows. Any fluctuation in prices of our raw materials, may
have a material adverse effect on our business, results of operations, prospects and financial condition.
For further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 32, 188, 130 and 311, respectively. By their nature,
certain market risk disclosures are only estimates and could be materially different from what actually occurs in
the future. As a result, actual gains or losses could materially differ from those that have been estimated.
Forward-looking statements reflect current views of our Company as on the date of this Draft Red Herring
Prospectus and are not a guarantee of future performance. There can be no assurance to investors that the
expectations reflected in these forward- looking statements will prove to be correct. Given these uncertainties,
22investors 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.
These statements are based on our management’s belief and assumptions, which in turn are based on currently
available information. Although we believe the assumptions upon which these forward-looking statements are
based, are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements
based on these assumptions could be incorrect. Neither our Company, our Promoters who are also the Selling
Shareholders, our Directors, our Subsidiary, the BRLM nor any of their respective affiliates have any obligation
to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with
the requirements of the SEBI ICDR Regulations, our Company shall ensure that Bidders in India are informed of
material developments, in relation to statements and undertakings confirmed and undertaken by our Company and
each of the Promoter Selling Shareholders, severally and not jointly, in relation to themselves and their respective
portion of the Offered Shares, in the Red Herring Prospectus, from the date thereof until the time of the grant of
listing and trading permission by the Stock Exchanges for the Offer. In this regard, each of the Promoter Selling
Shareholders shall, ensure that our Company and BRLM are informed of material developments in relation to the
statements and undertakings specifically confirmed or undertaken by them in relation to themselves as Promoter
Selling Shareholders and their respective portion of the Offered Shares in the Red Herring Prospectus, from the
date thereof until the time of the grant of listing and trading permission by the Stock Exchanges for the Offer.
23SECTION II – SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of the terms of the Offer, certain disclosures included in this Draft Red Herring
Prospectus is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red
Herring Prospectus or all details relevant to prospective investors. This summary should be read in conjunction
with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red
Herring Prospectus, including the sections titled “Risk Factors”, “The Offer”, “Capital Structure”, “Industry
Overview”, “Our Business”, “Objects of the Offer”, “Our Promoters and Promoter Group”, “Restated
Consolidated Financial Statements”, “Management’s Discussions and Analysis of Financial Condition and
Results of Operations”, “Outstanding Litigation and Material Developments”, and “Offer Structure”, on pages
32, 70, 84, 130, 188, 98, 248, 255, 311, 343 and 376, respectively. The F&S Report shall be available on the
website of our Company at https://cotec.in/industry-report/# from the date of the Red Herring Prospectus till the
Bid/Offer Closing Date.
Summary of the primary business of our Company
We are the second-largest player in the contract development and manufacturing organization (“CDMO”)
industry in India in terms of number of dosage forms with capabilities across 24 distinct formulation types (among
peers assessed by F&S). (Source: F&S Report) Our CDMO offerings include formulation, loan licensing and
commercial manufacturing of off-patent products, including complex generics, in more complex delivery forms
such as modified and sustained release forms, for institutional and private customers. Our offerings include a
comprehensive range of products across various dosage forms including injectables, tablets, capsules, ointments,
eye drops, ampoules, vials, liquid and dry syrups, and infusions, among others. (Source: F&S Report)
For further details, please refer to the chapter titled “Our Business” on page 188 of this Draft Red Herring
Prospectus.
Summary of the industry in which our Company operates
The Indian pharmaceutical market is witnessing a value increase from USD 16.6 billion in 2019 to 38.3 billion in
2029, with an expected CAGR of 8.0% between 2019 to 2024 to reach USD 20.13 billion and a further CAGR of
9.5% between 2024 to 2029. The IPM is ranked third in the world in terms of pharmaceutical production volumes
contributed by generics, OTC drugs, other bulk drugs as well as contract research and manufacturing industry,
and is amongst the fastest growing pharma industries in the world. The government spending on healthcare in
India is witnessing an upward trajectory, with 2023 values reaching USD 66.4 billion.
For further details, please refer to the chapter titled “Industry Overview” on page 130 of this Draft Red Herring
Prospectus.
Name of the Promoters
Our Promoters are Harsh Tiwari and Vandana Tiwari. For further details, see “Our Promoters and Promoter
Group” on page 248.
The Offer
The following table summarizes the details of the Offer.
Offer of Equity Shares(1)(2) Up to [●] Equity Shares of face value ₹ 5/- each for cash at price of ₹ [●] per
Equity Share of face value ₹ 5/- (including a premium of ₹[●] per Equity Share)
aggregating up to ₹ [●] million
Of which:
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹ 5/- each, aggregating up to ₹ 2,950.00
million
Offer for Sale(2) Up to 6,000,000 Equity Shares of face value of ₹ 5/- each, aggregating up to ₹ [●]
million
(1)The Offer has been authorized by our Board pursuant to a resolution passed at its meeting held on August 28, 2025, and the
Fresh Issue has been authorized by our Shareholders pursuant to a special resolution passed on August 30, 2025. Further,
our Board has taken on record the consents issued by the Promoter Selling Shareholders pursuant to a resolution passed at
its meeting held on August 28, 2025.For details of authorisations for the Offer for Sale, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on page 358.
24(2)Each of the Promoter Selling Shareholders, severally and not jointly, specifically confirms that its respective portion of the
Offered Shares are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR
Regulations.
For further details, see “The Offer” and “Offer Structure” beginning on pages 70 and 376, respectively.
Each of the Promoter Selling Shareholders has, severally and not jointly approved its respective portion inthe
Offer for Sale as set forth below:
S. No. Name of the Promoter Selling Shareholders Up to Number of Equity Shares offered
1. Harsh Tiwari 3,000,000
2. Vandana Tiwari 3,000,000
Total 6,000,000
The Offer shall constitute [●] % of the post Offer paid up equity share capital of our Company.
For further details, see “Offer Procedure” and “Offer Structure” on pages 380 and 376, respectively.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in ₹ million)
Sr. No. Particulars Estimated amount
1. Funding capital expenditure requirements for setting up a new project to enhance Up to 2,262.49
existing manufacturing capacities and manufacture new products
2. General Corporate Purposes(1) [•]
Net Proceeds(1) [•]
(1)To be finalised upon determination of the Offer Price and updated in the Prospectus prior to the filing of the Prospectus with the RoC. The
amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Offer” on page 98.
Aggregate pre-Offer shareholding of our Promoters (also the Promoter Selling Shareholders), the members
of our Promoter Group
The aggregate Pre-Offer shareholding of our Promoters (also the Promoter Selling Shareholders) and members of
our Promoter Group as a percentage of the Pre-Offer paid-up equity share Capital of our Company as on the date
of this Draft Red Herring Prospectus is set out below:
Sr. No. Name of the Shareholders Pre-Offer
Number of Equity % of pre-Offer paid-up
Shares of face value of equity sharecapital
₹ 5/- each
Promoters (also the Promoter Selling Shareholders)
1. Harsh Tiwari 8,41,91,946 73.72
2. Vandana Tiwari 2,78,33,250 24.37
Total – A 112,025,196 98.09
Promoter Group
3. Harsh Tiwari HUF 21,54,510 1.90
4. Ananya Tiwari 11,100 Negligible
5. Suhriday Tiwari 11,100 Negligible
Total – B 2,176,710 1.90
Total –(A+B) 114,201,906 99.99
For further details, see “Capital Structure” on page 84.
25Aggregate pre-Offer shareholding of our Promoters, our Promoter Group and additional Top 10
Shareholders, if any
S. Pre-Offer shareholding as at the date of Post-Offer shareholding as at Allotment(1)
No. Advertisement*# At the lower end of the At the upper end of the Price
Price Band (₹ [●]) Band (₹ [●])
Shareholder Number of Percentage of Number Percentage of Number of Percentage
Equity total pre-Offer of total post-Offer Equity Shares of total
Shares## paid up Equity Equity paid up Equity of face value ₹ post-Offer
Share capital on Shares Share capital 5/- each held paid up
a fully diluted of face on a fully on a fully Equity
basis (in %) value ₹ diluted basis(1) diluted basis (1) Share
5/- each capital on
held on a fully
a fully diluted
diluted basis(1)
basis(1)
Promoters (also the Promoter Selling Shareholders)
1. Harsh Tiwari 8,41,91,946 73.72 [•] [•] [•] [•]
2. Vandana 2,78,33,250 24.37 [•] [•] [•] [•]
Tiwari
Total (A) 112,025,196 98.09 [•] [•] [•] [•]
Promoters’ Group
3. Harsh Tiwari 21,54,510 1.90 [•] [•] [•] [•]
HUF
4. Ananya 11,100 Negligible [•] [•] [•] [•]
Tiwari
5. Suhriday 11,100 Negligible [•] [•] [•] [•]
Tiwari
Total (B) 2,176,710 1.90 [•] [•] [•] [•]
Total – C (A+B) 114,201,906 99.99 [•] [•] [•] [•]
*There are only seven (07) shareholders of our Company. Therefore a disclosure in respect of the shareholding of top ten shareholders is not
applicable, as on date of this Draft Red Herring Prospectus.
#Details in relation to the top 10 shareholders will be provided at the time of Red Herring Prospectus and the Prospectus.
##Adjusted for sub-division and bonus issue of equity shares
(1)To be updated upon finalisation of Price Band.
For further details, see “Capital Structure” on page 84.
Summary of Restated Consolidated Financial Statements
The following information has been derived from our Restated Consolidated Financial Statements:
(₹ in million, except per share data)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity Share capital 5.14 5.14 5.14
Net Worth(1) 589.73 388.99 283.43
Revenue from operations 1,922.36 1,379.96 824.23
Profit / (loss) after tax for the year 200.00 104.60 50.32
Earning per Equity share (Face value ₹
5/- each)
- Basic (in ₹)(2) 1.75 0.92 0.44
- Diluted (in ₹)(2) 1.75 0.92 0.44
Net Asset Value per Equity Share (Face
5.16 3.41 2.48
value ₹ 5/- each) (in ₹)(3)
Total Borrowings(4) 260.72 154.85 112.40
Notes:
(1) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid-
up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of
profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation;
(2) Basic and diluted earnings/ (loss) per equity share are computed in accordance with Indian Accounting Standard 33
notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended) and the same is after
considering the impact of sub-division and bonus issue of equity shares;
26(3) Net Asset Value per Equity Share is defined as the Net worth divided by number of equity shares outstanding as at the
end of year. The Net Asset Value per share disclosed above is after considering the impact of sub-division and bonus
issue of equity shares;
(4) Total borrowings consist of current and non-current borrowings.
For further details, see “Restated Consolidated Financial Statements” and “Other Financial Information” on
pages 255 and 337, respectively.
Auditor qualifications which have not been given effect to in the Restated Consolidated Financial
Statements
There are no qualifications included by the Statutory Auditors which have not been given effect to in the Restated
Consolidated Financial Statements.
Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoters, Key
Managerial Personnel and members of Senior Management and Subsidiary as on the date of this Draft Red Herring
Prospectus as disclosed in the section titled “Outstanding Litigation and Other Material Developments” in terms
of the SEBI ICDR Regulations and the Materiality Policy is provided below:
Category of No. of No. of Tax No. of Disciplinary No. of Aggregate
individuals / Criminal Proceedings Statutory or actions by SEBI or Material amount
entities Proceedings (direct and Regulatory Stock Exchanges civil involved* (₹
indirect tax) Proceedings against our litigation# in million)
Promoters in the
last five years,
including
outstanding action
Company
By our 2 Nil Nil Nil 1 Not
Company quantifiable
Against our 3 Nil Nil Nil Nil Not
Company quantifiable
Directors
By our Nil Nil Nil Nil Nil Nil
Directors
Against our 2 Nil Nil Nil Nil Not
Directors quantifiable
Promoters
By our Nil Nil Nil Nil Nil Nil
Promoters
Against our 2 Nil Nil Nil Nil Not
Promoters quantifiable
KMP and SMP (excluding our Executive Directors)
By our KMP Nil Nil Nil Nil Nil Nil
and SMP
Against our Nil Nil Nil Nil Nil Nil
KMP and SMP
Subsidiary
By our Nil Nil Nil Nil Nil Nil
Subsidiary
Against our Nil Nil Nil Nil Nil Nil
Subsidiary
#In accordance with the Materiality Policy.
*To the extent ascertainable and quantifiable.
For further details, see “Outstanding Litigation and Material Developments” on page 343.
Risk factors
Specific attention of Investors is invited to the section titled “Risk Factors” on page 32. Investors are advised to
read the risk factors carefully before making an investment decision in the Offer.
27Summary of contingent liabilities
Following are the details as per the Restated Consolidated Financial Statements as at and for the Fiscals 2025,
2024 and 2023:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Contingent liabilities
i. Claim against the company not acknowledged as debt
-Income Tax Debt - - -
-Others - - -
ii. Guarantees excluding financial guarantees
-Letter of Credit Issued - - -
-Bank Guarantee Issued 187.58 95.52 60.43
iii. Other money for which company is contingently liable
(b) Commitments
-Estimated amount of contracts remaining to be executed on 30.57 - -
capital account and not provided for
For further details, please see the section titled “Financial Information- Restated Consolidated Financial
Statements – Note 36: Contingent Liabilities and Commitments (to the extent not provided for)” on page 300 of
this Draft Red Herring Prospectus.
Summary of related party transactions
Following is a summary of the related party transactions entered into by our Company for the Fiscals 2025, 2024
and 2023, as per Ind AS 24 – Related Party Disclosures, derived from our Restated Consolidated Financial
Statements, is detailed below:
(₹ in million, except percentages)
Name of Nature of Fiscal % of Fiscal % of Fiscal % of
Related transaction 2025 Revenue 2024 Revenue 2023 Revenue
Party from from from
Operations Operations Operations
Transaction during the year
Rizon Purchases 1.29 0.07 1.03 0.07 0.57 0.07
Harsh Tiwari Directors' 33.00 1.72 24.00 1.74 10.25 1.24
remuneration
Lease expense 1.08 0.06 1.08 0.08 0.99 0.12
Interest on 0.23 0.01 0.21 0.02 0.19 0.02
Unsecured Loan
Harsh Tiwari Interest on 0.43 0.02 0.37 0.03 0.22 0.03
HUF Unsecured Loan
Loan Taken - - 1.20 0.09 - -
R.K Tiwari Interest on 0.30 0.02 0.24 0.02 0.14 0.02
HUF Unsecured Loan
Loan Taken - - 1.00 0.07 - -
Vandana Interest on 0.17 0.01 0.15 0.01 0.14 0.02
Tiwari Unsecured Loan
Directors' 3.00 0.16 8.40 0.61 4.10 0.50
remuneration
Salary 6.00 0.31 - - - -
Rent 0.12 0.01 0.11 0.01 0.10 0.01
Ram Niwas Directors' 0.43 0.02 0.47 0.03 0.14 0.02
Gupta remuneration
Outstanding Balances
Rizon Trade payable 0.11 0.01 - - 0.12 0.01
Harsh Tiwari Director 3.48 0.18 2.50 0.18 0.05 0.01
remuneration
payable
Borrowings 2.15 0.11 1.94 0.14 1.75 0.21
Lease payable 0.23 0.01 0.18 0.01 0.15 0.02
28Name of Nature of Fiscal % of Fiscal % of Fiscal % of
Related transaction 2025 Revenue 2024 Revenue 2023 Revenue
Party from from from
Operations Operations Operations
Harsh Tiwari Borrowings 3.96 0.21 3.57 0.26 2.04 0.25
HUF
R.K Tiwari Borrowings 2.81 0.15 2.53 0.18 1.32 0.16
HUF
Vandana Borrowings 1.54 0.08 1.39 0.10 1.26 0.15
Tiwari Salary payable 0.88 0.05 0.51 0.04 0.64 0.08
Lease payable 0.06 0.00 0.02 0.00 0.07 0.01
Ram Niwas Director 0.04 0.00 0.04 0.00 0.04 0.00
Gupta remuneration
payable
For further details, please see the section titled “Financial Information- Restated Consolidated Financial
Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” on page 300 of this Draft Red Herring
Prospectus.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by any other
person of securities of our Company, other than in the normal course of the business of the financing entity, during
a period of six months immediately preceding the date of this Draft Red Herring Prospectus.
Weighted average price at which specified securities were acquired by the Promoters (also the Promoter
Selling Shareholders) in the one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which specified securities were acquired by the Promoters (also the Promoter
Selling Shareholders) in the one year preceding the date of this Draft Red Herring Prospectus is disclosed below:
S. Name Number of Equity Shares of face Weighted average price of
No. value of ₹ 5/- acquired acquisition per Equity Share
(in ₹)*
Promoters (also the Promoter Selling Shareholders)
1. Harsh Tiwari NIL N.A.
2. Vandana Tiwari NIL N.A.
*As certified by the Statutory Auditor of our Company, by way of its certificate dated September 10, 2025.
Average cost of acquisition by our Promoters (also the Promoter Selling Shareholders)
The average cost of acquisition of Equity Shares by our Promoters (also the Promoter Selling Shareholders) as at
the date of this Draft Red Herring Prospectus is set forth below:
S. Name Number of Equity Shares* Average cost of acquisition
No. per Equity Share (in ₹)**
Promoters (also the Promoter Selling Shareholders)
1. Harsh Tiwari 84,191,946 0.08
2. Vandana Tiwari 27,833,250 0.17
*Adjusted for sub-division and bonus issue of equity shares
**As certified by the Statutory Auditor of our Company, by way of its certificate dated September 10, 2025.
For further details of the average cost of acquisition of our Promoters (also the Promoter Selling Shareholders),
see “Capital Structure – Build-up of the Promoters’ shareholding in our Company” on page 90.
Details of price at which Equity Shares acquired in the last three years immediately preceeding the date of
this Draft Red Herring Prospectus by our Promoters, Promoter Group, and the Shareholders entitled with
rights to nominate directors or have other rights
The details of the price at which specified securities were acquired in the last three years preceding the date of
this Draft Red Herring Prospectus, by our Promoters (also the Promoter Selling Shareholders), our Promoter
29Group and the Shareholders with rights to nominate directors or others rights are disclosed below:
S. No. Name of the Date of allotment/transfer Number of Face value Acquisition
acquirer/shareholder of Equity Shares Equity Shares per Equity price per Equity
acquired Share (in ₹) Share (in ₹)
Promoters (also the Promoter Selling Shareholders)
1. Harsh Tiwari June 18, 2024 45,400 10 N.A.*
Members of Promoter Group (other than the Promoters)
2. Ananya Tiwari April 25, 2025 50 10 759.00
3. Suhriday Tiwari April 25, 2025 50 10 759.00
Shareholders excluding the Promoter and Promoter Group
4. Manmeet Singh Mehta April 25, 2025 10 10 759.00
5. Shashikanth Narayana 10 10 759.00
April 25, 2025
Rao
*Equity shares acquired by way of gift, the cost of acquisition of which is not applicable.
As certified by the Statutory Auditor of our Company, by way of its certificate dated September 10, 2025.
As on the date of this Draft Red Herring Prospectus, none of our shareholders have special rights including the
right to nominate directors on the Board of our Company.
Weighted average cost of acquisition of all Equity Shares transacted in the three years, eighteen months
and one year immediately preceding the date of this Draft Red Herring Prospectus
The weighted average cost of acquisition of all Equity Shares transacted in the three years, eighteen months and
one year immediately preceding the date of this Draft Red Herring Prospectus is disclosed below:
Period Weighted average cost Range of acquisition Cap Price is ‘X’ times
of acquisition (in ₹)*^ price: Lowest Price - the Weighted Average
Highest Price (in ₹)*^ Cost of Acquisition#
Last three years preceding the date 0.01 Nil-3.42 [•]
of this Draft Red Herring
Prospectus
Last 18 months preceding the date 0.01 Nil-3.42 [•]
of this Draft Red Herring
Prospectus
Last one year preceding the date of 3.42 3.42-3.42 [•]
this Draft Red Herring Prospectus
*Adjusted for sub-division and bonus issue of Equity Shares.
^As certified by the Statutory Auditor of our Company, by way of its certificate dated September 10, 2025.
#To be updated once the price band information is available
Secondary transactions
Except as disclosed below, there has been no acquisition of Equity Shares through secondary transactions by our
Promoters and Promoter Group:
Date of Number Details of Details of Face Transfer Nature of Percentag Percentag
transfer of Equity transfero transferee value per price per considera e of pre- e of the
of Equity Shares r (s) (s) Equity Equity tion Issue post-issue
Shares transferre Share Share Equity Equity
d Share Share
capital capital
(%) (%)
July 25, 198,705 R K Harsh 10 N.A.* N.A. 0.17 [•]
2014 Tiwari Tiwari
March 14, 2,500 Arun 10 10 Cash Negligible [•]
2016 Sarabhai
600 Praveen 10 10 Cash Negligible [•]
Kumar
September 61,175 Gyan 10 Nil# N.A. 0.05 [•]
Tiwari
30Date of Number Details of Details of Face Transfer Nature of Percentag Percentag
transfer of Equity transfero transferee value per price per considera e of pre- e of the
of Equity Shares r (s) (s) Equity Equity tion Issue post-issue
Shares transferre Share Share Equity Equity
d Share Share
capital capital
(%) (%)
17, 2020 9,625 R K Vandana 10 Nil# N.A. 0.01 [•]
Tiwari Tiwari
HUF
June 18, 16,350 Shefali Harsh 10 Nil# N.A. 0.01 [•]
2024 Tiwari Tiwari
Rawat
29,050 Nishith 10 Nil# N.A. 0.03 [•]
Rawat
April 25, 50 Harsh Ananya 10 759 Cash Negligible [•]
2025 Tiwari Tiwari
50 HUF Suhriday 10 759 Cash Negligible [•]
Tiwari
10 Manmeet 10 759 Cash Negligible [•]
Singh
Mehta
10 Shashikan 10 759 Cash Negligible [•]
th
Narayana
Rao
*Transmission of Equity Shares
#Transfer of Equity Shares by way of gift
Details of pre-IPO placement
Our Company is not contemplating a pre–IPO placement.
Issue of Equity Shares for consideration other than cash in the last one year
Save and except for the bonus issue of 113,177,460 Equity Shares of face value of ₹ 5/- each undertaken on August
26, 2025, our Company has not issued any Equity Shares in the one year immediately preceding the date of this
Draft Red Herring Prospectus, for consideration other than cash. For further details, see “Capital Structure – Notes
to the Capital Structure - Equity Share capital history of our Company” on page 84.
Split / Consolidation of Equity Shares in the last one year
Except as disclosed below, our Company has not undertaken split or consolidation of the equity shares of our
Company in the last one year preceding the date of this Draft Red Herring Prospectus:
Pursuant to a resolution passed by our Board on August 14, 2025 and a resolution passed by our Shareholders on
August 16, 2025, each fully paid-up equity shares of our Company having face value of ₹10 were sub-divided
into Equity Shares of face value of ₹ 5/- each. For further details, see “History and Certain Corporate Matters -
Amendments to our Memorandum of Association since incorporation” and “Capital Structure – Notes to the
Capital Structure - Equity Share capital history of our Company” on pages 220 and 84.
Exemption from complying with any provisions of SEBI ICDR Regulations, if any, granted by SEBI
As on the date of this Draft Red Herring Prospectus, our Company has not made any application under Regulation
300(1)(c) of the SEBI ICDR Regulations for seeking an exemption from complying with any provisions of
securities laws from SEBI.
31SECTION III – RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Prospective investors should carefully consider
all information in this Draft Red Herring Prospectus (“DRHP”), particularly the risks and uncertainties detailed
below, before investing. In making an investment decision, investors must rely on their own examination of our
Company and the Offer, including its merits and risks. The risks described herein are not exhaustive and may
include additional, presently unknown or currently immaterial risks that could later become significant and
adversely affect our business, operations, financial condition, or the trading price of our Equity Shares,
potentially resulting in partial or total loss of investment. Investors should consult their legal, tax, and financial
advisors regarding the consequences of investing in this Offer.
Wherever quantifiable, the financial and other implications of risks have been disclosed. For risks where such
implications are not quantifiable, relevant disclosures have not been made. This section should be read together
with “Industry Overview”, “Our Business”, and “Management’s Discussion and Analysis of Financial Position
and Results of Operations” on pages 130, 188 and 311 of this DRHP, respectively.
Industry and market data in this DRHP, including in “Industry Overview” and “Our Business”, is sourced from
the report titled ‘Independent Market Assessment of Global Pharma and CDMO Market’ dated September 4,
2025, prepared by F&S. The report was commissioned and paid for by our Company via an engagement letter
dated May 7, 2025, and is available on our website at https://cotec.in/industry-report/# and under “Material
Contracts and Documents for Inspection – Material Documents” on page 438. Data from the report may have
been reordered for presentation purposes, but no material information has been omitted or altered. Unless
otherwise specified, data refers to the relevant financial year. Also see “Certain Conventions, Currency of
Presentation, Use of Financial Information and Market Data – Industry and Market Data” on page 21.
This DRHP contains forward-looking statements that involve risks and uncertainties. Actual results may differ
materially due to various factors outlined below and under “Forward-Looking Statements” on page 22.
Unless specified, we are unable to quantify the financial impact of risks. Financial information is based on our
Restated Consolidated Financial Statements, prepared in accordance with Ind AS and the Companies Act, and
restated per SEBI ICDR Regulations.
Risk factors have been numbered solely for ease of reference and do not reflect their relative importance. Any
discrepancies in table totals are due to rounding. References to “we”, “us”, or “our” refer to Cotec Healthcare
Limited.
For better clarity, the risk factors have been classified into categories.
INTERNAL RISK FACTORS
1. Out of our diversified product portfolio, approximately 36.79%-47.12% of our Revenue from Operations
during the preceding three Fiscals was derived from the sale of tablets. Any reduction in demand for these
products may adversely affect our business, financial condition, results of operations and cash flows.
We are a pharmaceutical contract development and manufacturing organization (“CDMO”) with diversified
offerings which include formulation, loan licensing and commercial manufacturing of off-patent products,
for institutional and private customers. Out of our diversified product portfolio, approximately 36.79%-
47.12% of our Revenue from Operations during the preceding three Fiscals was derived from the sale of
tablets.
Our success is dependent upon our ability to maintain and grow our revenue from tablets and expand our
customer base for such products. We have been successful in diversifying our product portfolio to reduce
our dependence on tablets. For instance, our Revenue from Operations from tablets increased from ₹ 388.36
million from ₹ 707.18 million, however the percentage of revenue earned from such products reduced from
47.12% to 36.79% during the said period, owing to diversification of our dosage forms such as, injectables,
capsules and ointments. We cannot assure you that we will be able to further diversify our dosage forms to
further reduce our dependence on a particular dosage form. A breakdown of our revenue from operations by
dosage forms manufactured by us for Fiscals 2025, 2024 and 2023 is set out below:
32Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ in million) Revenue (₹ in million) Revenue (₹ in million) Revenue
from from from
Operations Operations Operations
Tablet 707.18 36.79 514.53 37.29 388.36 47.12
Liquid 276.56 14.39 255.40 18.51 144.86 17.57
Injection 221.48 11.52 151.99 11.01 59.21 7.18
Capsule 217.24 11.30 145.14 10.52 61.10 7.41
Ointment 194.58 10.12 77.57 5.62 44.74 5.43
Infusion 157.06 8.17 122.80 8.90 45.21 5.49
Eye / Ear/ 67.85 3.53 43.06 3.12 19.39 2.35
Nasal Drop
Soap 11.59 0.60 9.02 0.65 10.71 1.30
Dry Syrup 9.32 0.48 11.69 0.85 5.99 0.73
Others 17.42 0.91 2.68 0.19 - 0.00
Sale of 40.18 2.09 45.17 3.27 43.94 5.33
services
Other 1.89 0.10 0.92 0.07 0.71 0.09
operating
revenue
Revenue 1,922.36 100.00 1,379.96 100.00 824.23 100.00
from
Operations
In order to mitigate the risks arising from our dependence on tablets, we have expanded our existing
manufacturing capabilities of beta-lactam and cephalosporin products and intend to set up a new
manufacturing unit for oncology pharmaceutical products. For further details, please refer to “Our Business
- Our Business Strategies – Expanding our manufacturing capacities” Our Business - Our Business
Strategies – Strategic expansion into oncology therapeutics” and “Objects of the Offer – Funding capital
expenditure requirements for setting up a new project to enhance existing manufacturing capacities and
manufacture new products” on pages 196, 197 and 100, respectively, of this Draft Red Herring Prospectus.
2. While, we served 154, 177 and 122 customers during the Fiscal 2025, 2024 and 2023, our top ten
customers contributed to 67.34%, 61.64% and 70.37% of our Revenue from Operations during the said
period, respectively. A decrease in the revenue derived from such customers, could have an adverse effect
on our business, financial condition, results of operations and cash flows.
We are engaged in the business of offering comprehensive range of products, which include formulation,
loan licensing and commercial manufacturing of off-patent products, for institutional and private customers.
We have served 154, 177 and 122 customers, during the Fiscals 2025, 2024 and 2023, respectively. We are
dependent upon our top ten customers for a significant portion of our Revenue from Operations and over
67.34%, 61.64%, 70.37% of our Revenue from Operations was contributed by such customers during the
said period, respectively. Loss of any substantial portion of sales to any of our top ten customers could have
an adverse impact on our business, results of operations, financial condition and cash flows.
The table below sets forth details of our Revenue from Operations generated from top five customers in each
of the respective year indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Revenue from Amount % of Revenue Amount % of Revenue
(₹ Operations (₹ from (₹ from
million) million) Operations million) Operations
Top five 929.08 48.34 625.85 45.36 461.99 56.04
customers
Top ten 1294.38 67.34 850.46 61.64 580.07 70.37
customers
The table below sets forth the Revenue from Operations derived from our top ten customers in each of the
respective periods indicated:
33Particulars*^ Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ million) Revenue (₹ million) Revenue (₹ million) Revenue
from from from
Operations Operations Operations
Customer 1 488.94 25.43 311.58 22.59 202.84 24.61
Customer 2 149.32 7.77 89.30 6.47 84.28 10.23
Customer 3 99.57 5.18 83.95 6.09 76.95 9.34
Customer 4 97.37 5.07 72.32 5.24 63.17 7.66
Customer 5 93.87 4.88 68.70 4.98 34.75 4.22
Customer 6 89.82 4.67 52.94 3.84 28.09 3.41
Customer 7 79.34 4.13 48.61 3.52 25.09 3.04
Customer 8 76.77 3.99 45.55 3.30 23.25 2.82
Customer 9 60.47 3.15 43.69 3.17 21.61 2.62
Customer 10 58.90 3.06 33.82 2.45 20.04 2.43
*The names of our top 10 customers include German Remedies Pharmaceuticals Private Limited (a wholly-owned
subsidiary of Zydus Healthcare Limited), Albert David Limited and Bion Therapeutics India Private Limited, names of
remaining customers have not been disclosed because their consents are not available.
^These customers represent top 10 customers for each of the respective years and may not necessarily be the same
customers across the years.
Our dependence on our top ten customers subjects us to various risks which may include, reduction, delay
or cancellation of orders, failure to renew contracts, failure to renegotiate favourable terms or the loss of
these customers entirely which could have a material adverse effect on our business, financial condition,
cash flows and results of operations. There is no assurance that customers will continue to place orders with
us at volumes or rates consistent with, and commensurate to, the amount of business received from them
historically, or at all. Our customers typically place orders with us based on their internal requirements,
which depend on factors such as, price fluctuations, capacity limitations, demand of end products, dynamic
industry trends, etc. On account of the changing demand of our customers, our top ten customers vary, and
we may not receive consistent volume of orders from such customers. While, we believe that replacing an
existing supplier presents significant exit barriers for our CDMO customers, however, there can be no
assurance that we will be able to retain our existing key CDMO customers or maintain the current level of
business from them or that such CDMO customers shall continue to be within our top ten customers, in the
future. We have not faced any instance of loss of our top ten customers during the preceding three Fiscals,
occurrence of any such events may have an adverse impact on our business, result of operations and financial
condition. In order to mitigate the risks relating to dependence on our top customers, we are working on
diversifying our geographic presence as well as our customer base. For further details, please see the chapter
titled “Our Business – Our Business Strategies” on page 196 of this Draft Red Herring Prospectus.
3. Our CDMO agreements impose several contractual obligations upon us. If we are unable to meet these
contractual obligations and/ or our customers perceive any deficiency in our offerings we may face legal
liabilities and consequent damage to our reputation which may in-turn adversely impact our business,
results of operations and financial condition.
Our CDMO agreements impose several contractual obligations upon us and are typically long-term in nature
where the tenure of the contract ranges mostly between two to five years, with the option of renewal on
mutually agreed terms. If we are unable to meet our contractual obligations and/ or our customers perceive
any deficiency in our offerings we may face legal liabilities and consequent damage to our reputation which
may in-turn adversely impact our business, results of operations and financial condition.
The agreements with our CDMO customers typically stipulate the following terms and conditions:
Product and quality specification: The quality and specifications for the products are required to be
approved by the customer and to be in accordance with the requirements specified in the relevant agreements.
Further, we are required to furnish quality assurance and compliance certificates to certify that the quality of
the products shall be as per the agreed specifications. Our CDMO customers are also typically provided with
the right to audit our Manufacturing Facility, processes or systems, by serving prior notice.
Product recalls and replacement: As per the terms and conditions of the respective agreements, our
customers have the right to reject the products in case of, inter alia, manufacturing defects, and discrepancy
with respect to prescribed specifications, and we are responsible to replace such products free of any
additional cost within a stipulated timeframe or cancel the relevant purchase order and demand repayment
34of all sums paid in respect thereof. In cases of recall of the product manufactured by our Company, our
CDMO agreements typically require us to bear all the expenses and costs of such recall, and accord our
customers the right to terminate the agreement upon occurrence of such events.
Protection of intellectual property: The agreements accord sole and exclusive ownership to our customers
of the intellectual property rights, trade names, get up and designs in relation to their products. Additionally,
we are generally required to execute all documents necessary to enable our customers to apply for requisite
intellectual property protection.
Termination: As per the terms and conditions of certain agreements, our customers have the right to
terminate the agreements by proving a prior written notice, upon occurrence of events such as, (i) insolvency
of our Company; (ii) failure to comply with the duties and obligations provided in the agreements; (iii)
misuse of intellectual property; (iv) material breach of agreements; (v) failure to obtain regulatory approvals;
and (vi) breach of technical and quality agreements, accepted purchase orders or appended schedules, among
others. Certain CDMO agreements also allow our customers to opt for terminating the agreement with our
Company if there is any change in control or management of our Company. For further information, see
“Our Business – Description of our Business” on page 198.
Indemnity: Our CDMO customers also require us to indemnify them from and against losses arising out of
(i) non-compliance of any statutory obligation by us; (ii) obligations pertaining to manufacture and/or
supply/sale of pharmaceutical product by us; and (iii) reselling of products sourced/ purchased from us and
against which the complaints are raised, among others.
If we cannot execute the orders undertaken by us in accordance with the requisite quality norms or if our
customers’ proprietary rights are infringed by our employees in violation of any applicable confidentiality
agreements and/ or our customers perceive any deficiency or delay in service or breach of stipulated terms
of these agreements, our customers may consider us liable for that act and seek damages from us. Further,
given the stringent nature of obligations imposed by our CDMO agreements, we face the risk of potential
liabilities from lawsuits or claims by our customers for the breach of the terms of our contractual obligations
and cannot assure you that such restrictions will not have an adverse effect on our business, financial
condition and results of operations in the future. While, we have not faced any such instances in the preceding
three Fiscals, however occurrence of any such events in the future, may have an adverse impact our business,
financial condition, results of operations and cash flows.
4. We derived about 79.37%-92.72% of our Revenue from Operations from repeat customers in the
preceding three Fiscals, and any loss of or a significant reduction in the repeat customers or revenue
generated from them could adversely affect our business, results of operations, financial condition and
cash flows.
We derived about 79.37%-92.72% of our Revenue from Operations from repeat customers in the preceding
three Fiscals. Loss of any of such customers for any reason or reduction in orders placed by them to us, could
have a material adverse effect on our business, results of operations, financial condition and cash flows.
Set forth below are the number of repeat customers and new customers, along with the revenue earned from
them during the Fiscals provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of Amount % of No. of Amount % of No. of Amount % of
Customers (₹ million) Revenue Customers (₹ million) Revenue Customers (₹ million) Revenue
from from from
Operations Operations Operations
Repeat 116 1,782.50 92.72 87 1,095.33 79.37 51 712.50 86.44
Customers
New Customers 38 139.86 7.28 90 284.63 20.63 71 111.73 13.56
Total 154 1,922.36 100.00 177 1,379.96 100.00 122 824.23 100.00
Customers
Our relationship with our customers is dependent to a large extent on our ability to regularly meet customer
requirements, including price competitiveness, efficient and timely product deliveries, and consistent
product quality. Acquiring new customers involves additional expenses relating to onboarding such as,
facility audits and formulation registrations, whereas retaining existing customers typically allows us to
offsets these costs during the execution of their orders. Accordingly, we intend to maintain and grow the
35revenue share from our existing customers, which increases the number of repeat orders received from them.
In the event we are unable to meet such requirements in future, it may result in decrease in orders or cessation
of business from affected customers. While, the aforementioned events have not occurred during the
preceding three Fiscals, however occurrence of any such events may adversely affect our revenues and
profitability. In order to mitigate the risk relating to loss of repeat customers, we intend to cater to new
customers by expanding our manufacturing capacity and diversifying our product portfolio by manufacturing
oncology pharmaceutical products. For further details, please refer to Our Business - Our Business Strategies
– Expanding our manufacturing capacities” Our Business - Our Business Strategies – Strategic expansion
into oncology therapeutics” and “Objects of the Offer – Funding capital expenditure requirements for setting
up a new project to enhance existing manufacturing capacities and manufacture new products” on pages
196, 197 and 100, respectively, of this Draft Red Herring Prospectus.
5. Majority of our key material purchases, being APIs, excipients and packing material, sourced from a
diversified supplier base, is not under any long term purchase agreements. Any reduction of supplies or
our discontinuation of supplies from our top suppliers could have a material adverse effect on our
business, financial condition, results of operations and cash flows. Any fluctuation in prices of our raw
materials, may have a material adverse effect on our business, results of operations, prospects and
financial condition.
We procure APIs, excipients and packing materials, the key materials utilised in our manufacturing
operations, from our key suppliers. About 33.58% - 38.26% of total material purchases in the preceding three
Fiscals was contributed by our top ten material suppliers. Any reduction of supplies or our discontinuation
of supplies from any of such suppliers may adversely affect our financial performance and results of
operations.
The details of our material purchase for the periods indicated are as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ in Purchases (₹ in Purchases (₹ in Purchases
million) million) million)
Top five suppliers 310.27 25.12 284.99 30.87 138.79 24.33
Top ten suppliers 426.08 34.50 353.25 38.26 191.58 33.58
The table below sets out details of our cost of materials consumed for the Fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ in Revenue (₹ in Revenue (₹ in Revenue
million) from million) from million) from
Operations Operations Operations
Cost of materials 1,166.07 60.66 914.60 66.28 561.88 68.17
consumed
Our success depends on the uninterrupted supply of raw materials or packing materials required for our
manufacturing activities. While we have longstanding relationships with some of our key raw material and
packing materials suppliers, however we do not have long term purchase agreements with such suppliers,
and we typically procure raw materials and packing materials through purchase orders. Raw materials,
including packaging materials, are susceptible to supply disruptions and price volatility influenced by a range
of factors including fluctuations in commodity markets, the quality and availability of raw materials and
packing materials, currency fluctuations, consumer demand, and changes in government policies and
regulatory sanctions.
Any disruptions could impede our ability to secure raw materials/packing materials and deliver products on
time. Although we have not encountered any major disruptions in the supply of raw materials/ packing
materials in the past three Fiscals, we cannot assure you that we may not encounter any delay, interruption
or reduction in the supply of raw materials in the future. Any such instance could adversely affect our
business, results of operations, financial condition and cash flows.
366. While we are the second-largest player in the CDMO industry in India in terms of number of dosage
forms with capabilities across 24 distinct formulation types (among peers assessed by F&S) (Source: F&S
Report), we may be unable to successfully develop, obtain approvals for, and commercialise new
formulations, which could adversely affect our growth prospects and competitive position.
We have successfully manufactured 410 formulations across varied dosage forms since commencement of
our business operations. A key part of our business strategy involves the continuous development of new
formulations, either independently or in collaboration with our customers, and their subsequent
commercialisation. The process of developing new formulations is inherently uncertain, resource-intensive
and time consuming, often requiring extensive research, multiple trials, and significant capital and human
resource investment. There is no assurance that these efforts will yield commercially viable products.
Technical challenges such as achieving stability, desired efficacy, or scalability for commercial production
may cause delays or failures in development.
In addition, any new formulation must comply with evolving regulatory requirements, and securing
necessary approvals, licenses and product registrations from domestic and international authorities often
involves lengthy, complex and costly procedures. Regulatory authorities may impose additional conditions,
request supplementary data, or reject applications altogether. Even after approval, changes in regulations,
revocation of approvals, or failure to maintain continuing compliance could prevent us from manufacturing
or marketing the formulation. Although we have not encountered any such instances in the past three Fiscals,
any such instance could materially adversely affect our business, results of operations, financial condition
and cash flows.
The commercial success of new formulations is also uncertain. Market acceptance depends on several
external factors beyond our control, including price competitiveness, competition from established players
with stronger distribution networks, and the introduction of competing or substitute products. Further,
competitors may be able to introduce similar or superior formulations earlier than us, thereby reducing the
potential market share available. Failure to successfully develop, obtain approvals for, or commercialise new
formulations in a timely and cost-effective manner may adversely affect our growth prospects, business,
financial condition, results of operations and cash flows.
7. Out of our Revenue from Operations from 24 states/union territories across India, about 58.97%-76.69%
was attributed to the Northern region during the preceding three Fiscals. Our Manufacturing Facility is
concentrated in Roorkee, Uttarakhand, and any adverse developments affecting our operations in these
regions could have an adverse impact on our revenue and results of operations.
While our revenues are spread across 24 states/union territories, however, we generate about 58.97%-76.69%
of our Revenue from Operations from Northern region during the preceding three Fiscals. Such geographical
concentration of our business in these regions heightens our exposure to adverse developments related to
competition, as well as economic, demographic and political changes in these regions which may adversely
affect our business prospects, financial conditions and results of operations. A region-wise break-up of our
revenue from operations is as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ million) Revenue (₹ million) Revenue (₹ million) Revenue
from from from
Operations Operations Operations
North India 1,133.66 58.97 926.29 67.16 632.07 76.69
South India 329.53 17.14 256.09 18.57 134.88 16.36
East India 273.16 14.21 54.90 3.98 7.91 0.96
Central India 90.84 4.73 33.82 2.45 - -
West India 73.19 3.81 91.44 6.63 35.94 4.36
Export 21.98 1.14 16.66 1.21 13.43 1.63
Total 1,922.36 100.00 1,379.20 100.00 824.23 100.00
This concentration of our business in northern region also subjects us to various risks, including but not
limited to vulnerability to change in laws, severe weather conditions or other natural disasters, war, or war-
like situation or terrorist attacks, among others. Any such disruption for any reason could result in significant
increase of costs and delays in execution of orders. While such instances have not materially occurred in the
preceding three Fiscals, however future occurrence of any such instances could impact our earnings, financial
37condition and results of operation. In order to mitigate the risks associated with the concentration of our
business in northern region, we have strategically expanded our presence in eastern and central regions,
including Bihar, Rajasthan, Madhya Pradesh, and Odisha. This diversification helps us reduce our
dependence on a single state, broaden our customer base, and enhance business stability.
The geographic concentration of our Manufacturing Facility heightens our exposure to adverse
developments and economic shifts within this region. Any significant social, political, civil or economic
disruptions, or instances of internal or external aggression or changes in the policies of state or local
governments, in Roorkee or Uttarakhand in general, could have an adverse effect on our business, results of
operations and financial condition. Furthermore, the Himalayan terrains of Uttarakhand are prone to natural
disasters including landslides, cloud bursts, earthquakes and floods. In the preceding three Fiscals, there was
an instance where a parking shed was damaged during a storm, which did not result in any material loss to
our Company. Natural disasters and adverse weather conditions are inherently unpredictable, and we cannot
assure you that such events will not occur in the future or that they will not have a material impact on our
operations, assets, or financial condition.
Any significant change in existing policy applicable to our operations could require us to incur additional
capital expenditure. For instance, the Government of Uttarakhand has introduced legislation to mitigate the
effect of industrialization on the environment. While we did not face any instances of having to incur material
capital expenditure during the preceding three Fiscals pursuant to any change in the policies, we cannot
assure you that we may not need to incur such costs in the future. Any such instances could materially
adversely affect our business, results of operations and financial condition.
8. Our Manufacturing Units are subject to periodic inspections and audits by regulatory authorities and
clients. We may be subject to regulatory action leading to an adverse effect on our business, results of
operations, financial condition and cash flows.
As a manufacturer of pharmaceutical formulations, we are required to comply with the regulations and
quality standards stipulated by the regulatory authorities in India and the countries to which we export our
products through merchant exporters. We are also required to comply with global practice standards such as
the World Health Organization Good Manufacturing Practice, prescribed by countries to which we export
our products. Our Manufacturing Units are also subject to periodic inspections and audits by these regulatory
authorities and our clients. During the Fiscals 2025, 2024 and 2023, our Manufacturing Units were subject
to two, five and one inspections by regulators (Indian and overseas) and six, eight and four audits by our
clients, respectively. While, our customers have raised observations during its regular audits, against which
we have undertaken corrective and preventive actions, however there have not been any instances of
observations which have led to loss of our customers during the preceding three Fiscals. Occurrence of such
events in future may have an adverse effect on our business, results of operations and financial condition.
If we are not in compliance with the requirements prescribed by such authorities or terms stipulated in
contracts with our clients, we may be subject to regulatory actions, including issuance of warning letters,
imposition of sanctions, amendment or withdrawal of our existing approvals, product seizure, interruption
of our operations, or claims resulting from non-compliance with contractual obligations. For instance, during
an inspection, the Central Drugs Standard Control Organisation had directed us to temporarily suspend
production of large volume parenteral (“LVP”) and small volume parenteral (“SVP”). As of the date of this
Draft Red Herring Prospectus, pursuant to compliance with the audit observations, the suspension on
production of LVP has been revoked, while the suspension on SVP continues to remain in force until the
completion of the renovation of our Manufacturing Unit. In order to mitigate such risks, our Company has
diversified its business operations across three Manufacturing Units housed in our Manufacturing Facility.
Although, we did not face any penalties or claims resulting from CDSCO audit observations or suspension,
however, occurrence of any such action in future may lead to regulatory actions or claims resulting from
non-compliance with contractual obligations.
9. All our Manufacturing Units are equipped with quality control infrastructure. Despite our quality check
and control processes, if there are any defects in our products, we could be liable for claims against us
which may reduce demand for our products and damage to our reputation.
As a CDMO, we own and operate Manufacturing Units to produce a wide range of dosage forms. Our
products and manufacturing processes are subject to stringent quality standards and specifications, typically
specified by our CDMO customers. The finished product delivered by us is further subject to laboratory
38validation by certain customers. Occurrence of any event on account of errors and omission could result in
damage to our reputation and loss of customers, which could adversely affect our business, operations, our
cash flows and financial condition.
We have implemented quality assurance systems and standard operating procedures in all of our
Manufacturing Units, which we believe enables us to meet the requirements of our customers and maintain
our track record of reliability. While our Manufacturing Units have received certifications confirming
compliance with ISO 9001:2015 (quality management system), ISO 14001:2015 (environmental
management system) and ISO 45001:2018 (occupational and safety management systems), we may still be
susceptible to risk of supply of defective products or product which do not conform to their requirements. In
instances of supply of deficient quality of products, our customers are entitled to demand replacement of
products at our cost or demand refund of the amount received from them towards a defective order. Any
defects in the packaging of the products retuned and those identified based on an internal risk assessment,
we repackage the products in line with the requirements of our customers and further dispatch to their
satisfaction. The details of sales returns are provided below:
(₹ in million, except %)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (A) 1,922.36 1,379.96 824.23
Sales Return (B) 3.55 2.43 6.21
Sales Return % (B/A) 0.18 0.18 0.75
We may also be subject to claims resulting from manufacturing defects or negligence in storage or handling,
which may lead to the deterioration of our products, or from defects arising from deterioration in our quality
controls. Product liability claims, regardless of their merits or the ultimate success of the defence against
them, are expensive. Even unsuccessful product liability claims would likely require us to incur substantial
amounts on litigation, divert our management’s time, adversely affect our goodwill and impair the
marketability of our products. While there have been no material cases of sales return due to deficient quality
or composition in preceding three Fiscals, however we cannot assure you that such instances will not occur
in the future or that they will not affect our business, results of operations and financial condition.
Additionally, any quality concerns in our products may result in regulatory actions such as, suspension of
approvals, cancellation of licenses, or blacklisting of our products. While there have been a few instances in
the past where products supplied by us were rejected by our customers on account of alleged deficiencies in
product quality and further supplies were put on hold for a predetermined period, such actions did not have
a material impact on our business or results of operations. Although, we do not anticipate any material impact
resulting from such actions, we cannot assure you that such instances will not occur in the future or that they
will not affect our business, results of operations and financial condition.
10. The Indian pharmaceutical market is subject to extensive regulation and our failure to comply with the
existing and future regulatory requirements in the pharmaceutical market could adversely affect our
business, results of operations and financial condition.
We operate in a highly regulated industry and our operations are subject to extensive regulation governing
the pharmaceutical market. The development, testing, manufacturing and sale of pharmaceutical products
are subject to extensive regulation in India and other countries. We are required to comply with the regulatory
requirements of various local, state, provincial and national regulatory authorities, such as, the state level
food and drug administrations (“FDA”), the Drugs Controller General of India (“DCGI”) and Central Drugs
Standard Control Organization of India (“CDSCO”), and for certain facilities involved in producing
products for exports, international regulatory authorities in Philippines and Kenya. We are subject to
international and national guidelines and regulations concerning development, testing, manufacturing
processes, equipment and facilities, including the WHO GMP as well as the Schedule M of the Drugs and
Cosmetic Act, 1940 (“Schedule M”). Further, as we expand our operations and geographic scope, we may
be exposed to more complex and new regulatory and administrative requirements and legal risks, any of
which may require expertise in which we have limited experience as well as impose significant compliance
costs on us.
In addition, applicable regulations have become increasingly stringent and if new legislation or regulations
are enacted or existing legislation or regulations are amended or are interpreted or enforced differently, we
may be required to obtain additional approvals or operate according to different manufacturing or operating
standards. This may require a change in our development and manufacturing techniques or additional capital
39investments in our Manufacturing Facility. For instance, the revised Schedule M guidelines and stricter Good
Manufacturing Practices (GMP) compliance requirements are reshaping India's pharmaceutical sector by
means of implementing a unified 'One Quality, One Standard Policy' nationwide. As an immediate effect of
the Schedule M, many smaller Contract Development and Manufacturing Organizations (CDMOs) faced
shutdown notices, potentially benefiting larger players. As of May 2025, out of the 10,500 manufacturing
units in India (which includes MSMEs), many are yet to submit their upgrade plans under the revised
Schedule M plans, with some of them claiming insufficient timelines, leaving them on the verge of potential
closure. In this regard, for MSMEs who submitted their plans in Form A to the Central License Approving
Authority were given an extension up to 31st December 2025. (Source: F&S Report) Further, in some of
our CDMO agreements, our customers have the right to terminate the agreements if any regulatory approval
obtained by our Company is suspended, cancelled or withdrawn. If we fail to comply with applicable
regulatory requirements in the future, then we may be subject to regulatory action. While, the aforementioned
instances have not materially occurred in the preceding three Fiscals, however, occurrence of any such
instances could have a material adverse effect on our business, financial condition, results of operations, and
cash flows.
11. Our Manufacturing Facility is subject to operating risks. Any shutdown of our Manufacturing Facility
or other production problems caused by unforeseen events may reduce sales and adversely affect our
business, cash flows, results of operations and financial condition.
We currently have one Manufacturing Facility in Roorkee, Uttarakhand, which houses three Manufacturing
Units. Our Manufacturing Facility is subject to operational risks and we may encounter manufacturing or
operational problems or experience difficulties or delays in production as a result of occurrence of internal
or external events, which include, forced or voluntary closure, problems with supply chain continuity,
manufacturing shutdowns, breakdown or failure of equipment, equipment, industrial accidents, labour
disputes and changes in the availability of power or water, among others. Additionally, if we are unable to
procure machinery or utility equipment in time, we may incur loss of business and sales which can impact
our business, results of operations and financial condition. For example, the manufacturing of ampules was
temporarily halted for a period of 60 days during September 2024 to October 2024 and the vial line was
temporarily halted for a period of 60 days during January 2025 to February 2025 due to renovation and
upgradation. There have not been any material instances of disruptions in the production by our
Manufacturing Facility in the preceding three Fiscals, which had an adverse effect on our business, financial
conditions, cash flows and results of operations. As we operate a multi-dosage Manufacturing Facility, we
manage our production schedules in a manner that ensures optimal utilization and minimizes any potential
loss of revenue. There is no assurance that our business and financial results may not be adversely affected
by any disruption of operations at our Manufacturing Facility, including as a result of any of the factors
mentioned above. Disruption in our operations may result in reduced production and reduced sales or higher
costs to arrange for alternative arrangements to meet our customer obligations.
12. Our business requires significant capital expenditure. If we are unable to have access to capital, it may
adversely affect our business, results of operations, cash flows and financial condition.
Our business requires significant capital expenditure. For instance, we require a significant amount of capital
for renovating and maintain our Manufacturing Units in accordance with Schedule M of the Drugs and
Cosmetics Rules, 1945. Any delays in procurement of the capital required for our operations may lead to
delay in our operations such as, among others, upgrading the equipment at our Manufacturing Units, and
product diversification, which may lead to losses on account of cost non-viability and loss of market
opportunities. Set forth below are the details of the capital expenditure incurred by us for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ in revenue (₹ in revenue (₹ in revenue
millions) from millions) from millions) from
operations operations operations
Capital expenditure 192.24 10.00 102.53 7.43 43.77 5.31
Our future capital requirements may differ from estimates due to a number of factors including, unforeseen
delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, technological
changes, and additional market developments, pursuant to which, we may have to avail additional financing
through incurrence of debt, issuance of equity securities or a combination of both. There can be no assurance
that the past or proposed expansion shall produce anticipated or desired output, revenue or cost reduction
40outcomes. If we decide to raise additional funds through the incurrence of debt, our interest and debt
repayment obligations will increase, which may affect our profitability and cash flows. We may also become
subject to additional restrictive covenants in our financing agreements, which could limit our ability to access
cash flows from operations and undertake certain types of transactions. Any issuance of equity, on the other
hand, would result in a dilution of the shareholding of existing shareholders. While, the aforementioned
events have not occurred in the preceding three Fiscals, however if any of the foregoing were to occur, our
business, results of operations, cash flows and financial condition could be adversely affected.
13. While we cater to well-known customers across our product categories, however, if we are unable to collect
customer receivables, it may affect our cash flows and results of operations.
While we sell to well-known customers like Mankind Pharma Limited, German Remedies Pharmaceuticals
Private Limited (a wholly-owned subsidiary of Zydus Healthcare Limited), Albert David Limited, Bion
Therapeutics India Private Limited, Jagsonpal Pharmaceuticals Limited, and Makers Laboratories Limited,
among others, among others, however, if we are unable to collect customer receivables in time, it may affect
our cash flows and results of operations. Our business requires significant working capital, such as to finance
the purchase of raw materials, consumables, stores and spares and payments for operating expenses for which
timely recovery from trade receivables is critical.
(₹ in million, except %)
Particulars Fiscals 2025 Fiscals 2024 Fiscals 2023
Trade receivables 525.67 319.19 235.83
Trade receivables as % 27.35 23.13 28.61
of revenue from
operation
Bad debts written off Nil Nil Nil
We cannot assure you that such instances will not occur in the future, occurrence of any such instances may
adversely impact our business, cash flow and financial condition.
As part of our business model, we typically do not obtain any advance payments from our customers, and
receive payments only after delivery of our products. Our working capital requirements may increase if the
payment terms in purchase orders or tender documents received include longer payment schedules, or if
there is delayed realization from our customers. Delays in release of orders, processing of invoices, or
disbursement of payments may result in extended receivable cycles, adversely affecting our liquidity and
working capital. While we usually deal with well-known customers to reduce such risks, there can be no
assurance that such measures will be sufficient to mitigate delays.
14. We do not own certain premises used by our Company. Disruption of our rights as licensee/ lessee or
termination of the agreements with our licensors/ lessors would adversely impact our operations and,
consequently, our business.
Some parts of the land on which our Manufacturing Facility in Roorkee, Uttarakhand is situated have been
taken on lease by our Company from our Promoters. Further, a manufacturing facility and administrative
office in Ghaziabad have been taken on lease from third parties. For details of our leasehold properties,
please refer to the chapter titled “Our Business- Properties” on page 206 of this Draft Red Herring
Prospectus.
Majority of the properties have been leased from our Promoters and they are interested in our Company to
the extent of the rents being paid to them under such lease agreements. These transactions with our Promoters
have been entered into in accordance with applicable laws, including after taking necessary consents and
approvals from the board of directors and/or from the shareholders of the Company and at an arm’s length
pricing. Hence, we believe there might not be a conflict of interest on account of these properties being
leased to our Company by our Promoters. Our Company incurs significant expenditure due to leasing of
space for our manufacturing facilities and office. The table below indicates payments under the leases which
accounted for a significant portion of our cash outflow for the preceding three Fiscals:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Lease expenses (in ₹ million) 0.56 1.05 0.28
41While, as of date our lease agreements are adequately stamped and registered, however delay or default in
registration or payment of stamp duty in the future may attract penalties or impair our ability to enforce our
leasehold rights under such agreements.
As our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all,
which could cause us to pay increased occupancy costs or to shift our premises. While, the long-term leases
are renewable and extendable in nature, however in the event for unforeseen reasons such lease agreements
are not renewed, we may be required to vacate the premises on the expiry of the lease period. Most of the
lease agreements entitle the lessor to terminate the agreement with cause or on specific breach of the terms
and conditions. In order to mitigate the risk relating to abrupt termination, our lease arrangements typically
require parties to serve a notice period for terminating the lease agreement and impose strenuous conditions
on our Promoters upon termination of such agreements such as, reimbursing the written down value of the
buildings constructed by us on the land leased from Promoters. While, the aforementioned instances have
not materially occurred in the preceding three Fiscals, however, occurrence of any such instances could have
a material adverse effect on our business, financial condition, results of operations, and cash flows.
15. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any
delay in payment of statutory dues by our Company in future, may result in the imposition of penalties
and in turn may have an adverse effect on our Company’s business, financial condition, results of
operation and cash flows.
Our Company is required to pay certain statutory dues including provident fund contributions and employee
state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
the Employees’ State Insurance Act, 1948, respectively, tax deducted at source, tax collected at source,
contribution towards gratuity and other dues such as welfare fund, leave encashment, etc. The table below
sets forth the details of the instances of delays in statutory dues payable by our Company along with the
delayed amount for the periods indicated below:
Fiscal 2025:
(₹ in million)
No. of Total dues Paid Unpaid
Nature of Payment
employees
Employee state insurance 215 1.14 1.14 -
Gratuity - - - -
Provident fund 228 6.23 6.23 -
Tax deducted at source on salary 17 16.95 16.95 -
Tax deducted at source on other than N.A.* 5.24 5.24 -
salaries
Tax collected at source N.A.* 0.01 0.01 -
Goods and Service Tax# - - - -
*Not Applicable
#Our Company’s sales are taxable at the rate of 12% and most of the inputs are taxable at the rate of 18% resulting in
an input credit at all times. Hence there is no GST dues at any point of time.
Fiscal 2024:
(₹ in million)
No. of Total dues Paid Unpaid
Nature of Payment
employees
Employee state insurance 263 1.05 1.05 -
Gratuity - - - -
Provident fund 228 5.24 5.24 -
Tax deducted at source on salary 17 12.30 12.30 -
Tax deducted at source on other than N.A.* 4.01 4.01 -
salaries
Tax collected at source N.A.* 0.01 0.01 -
Goods and Service Tax# - - - -
*Not Applicable
42#Our Company’s sales are taxable at the rate of 12% and most of the inputs are taxable at the rate of 18% resulting in
an input credit at all times. Hence there is no GST dues at any point of time.
Fiscal 2023:
(₹ in million)
No. of Total dues Paid Unpaid
Nature of Payment
employees
Employee state insurance 175 0.83 0.83 -
Gratuity - - - -
Provident fund 163 2.74 2.74 -
Tax deducted at source on salary 10 4.70 4.70 -
Tax deducted at source on other than N.A.* 2.01 2.01 -
salaries
Tax collected at source N.A.* - - -
Goods and Service Tax# - - - -
*Not Applicable
#Our Company’s sales are taxable at the rate of 12% and most of the inputs are taxable at the rate of 18% resulting in
an input credit at all times. Hence there is no GST dues at any point of time.
Note: As certified by our Statutory Auditors by way of their certificate dated September 10, 2025.
In the past, there have been instances of delays in the remittance towards the payment of these statutory dues
including employee provident fund contributions. While we have addressed these issues, we cannot
guarantee that similar delays or delays in payment of other statutory dues will not occur in the future. Such
delays could result in penalties, interest charges, or other legal actions by the relevant authorities, which
could adversely impact our financial performance and reputation.
16. If any of our products or products we manufacture for our customers cause, or are perceived to cause,
severe side effects, our reputation, revenues and profitability could be adversely affected.
Our products or products we manufacture for our customers may cause severe side effects as a result of a
number of factors, many of which may be outside our control. These factors, which may become evident
only when they are introduced into the market, include potential side effects not identified in stability studies,
unusual but severe side effects in isolated cases, product defects not detected by our quality management
system or misuse of our products by consumers. Our products or products we manufacture for our customers
may also be perceived to cause severe side effects in cases where a conclusive determination as to the cause
of the severe side effects is not obtained or cannot be established. If our products or products we manufacture
for our customers cause, or are perceived to cause, severe side effects, we may face a number of
consequences, including:
• injury or death of patients;
• a severe decrease in the demand for, and sales of, the relevant products;
• the recall or withdrawal of the relevant products;
• withdrawal or cancellation of regulatory approvals for the relevant products or the relevant production
facility;
• damage to the brand name of our products and our reputation; and
• exposure to lawsuits and regulatory investigation relating to the relevant products that result in
liabilities, fines or sanctions.
As a result of these consequences, our reputation, revenues and profitability may be adversely affected.
While there have been no material cases in preceding three Fiscals, however we cannot assure you that such
instances will not occur in the future or that they will not affect our business, results of operations and
financial condition.
17. Our business is significantly dependent on the performance of the pharmaceutical industry, and any
adverse developments in this industry could negatively impact our business, results of operations and
financial condition.
43We operate in and derive substantially all of our revenue from the pharmaceutical sector, both through our
CDMO operations and from the sale of our own generic products. While, the Indian pharmaceutical market
is witnessing a value increase from USD 16.6 billion in 2019 to 38.3 billion in 2029, with an expected CAGR
of 8.0% between 2019 to 2024 to reach USD 20.13 billion and a further CAGR of 9.5% between 2024 to
2029. (Source: F&S Report) However, our growth and profitability are closely linked to the overall
performance of the pharmaceutical industry in India and the international markets in which we operate. The
pharmaceutical industry is subject to extensive regulation, rapid technological changes, evolving treatment
protocols, patent expirations, pricing controls, and intense competition. In addition, the industry is sensitive
to changes in government policies relating to healthcare budgets, procurement practices, import/export
restrictions, and reimbursement frameworks.
The industry is also subject to cyclical and structural challenges, such as patent expirations leading to intense
generic competition, consolidation among pharmaceutical companies, and shifts in therapeutic demand due
to emerging diseases or evolving treatment protocols. In international markets, risks include product
registration requirements, delays in obtaining approvals, heightened scrutiny of manufacturing facilities,
foreign exchange volatility, political instability, and changes in trade policies.
Adverse developments such as a slowdown in industry growth, introduction of more stringent regulatory or
quality requirements, imposition of additional price controls, or reduction in healthcare spending could
reduce demand for our products. Any such changes could in turn impact the demand for our products, and
may adversely affect our business, financial condition, results of operations and cash flows.
18. There are outstanding litigations involving our Company, our Promoters and Directors, if determined
adversely, may adversely affect our business and financial condition.
As on the date of this Draft Red Herring Prospectus, our Company, our Promoters and Directors are involved
in certain legal proceedings. These legal proceedings are pending at different levels of adjudication before
various courts and tribunals. The amounts claimed in these proceedings have been disclosed to the extent
ascertainable and include amounts claimed jointly and/or severally from us and/or other parties, as the case
may be. We cannot assure you that these legal proceedings will be decided in our favour, or that no further
liability will arise out of these proceedings. We may incur significant expenses in such legal proceedings
and we may have to make provisions in our financial statements, which could increase our expenses and
liabilities. Any adverse decision may adversely affect our business, results of operations and financial
condition.
A summary of the pending tax proceedings and other material litigations involving our Company, Directors,
Promoters, KMPs, SMPs and Subsidiary have been provided below:
Category of No. of No. of Tax No. of Disciplinary No. of Aggregate
individuals / Criminal Proceedings Statutory or actions by SEBI or Material amount
entities Proceedings (direct and Regulatory Stock Exchanges civil involved* (₹
indirect tax) Proceedings against our litigation# in million)
Promoters in the
last five years,
including
outstanding action
Company
By our 2 Nil Nil Nil 1 Not
Company quantifiable
Against our 3 Nil Nil Nil Nil Not
Company quantifiable
Directors
By our Nil Nil Nil Nil Nil Nil
Directors
Against our 2 Nil Nil Nil Nil Not
Directors quantifiable
Promoters
By our Nil Nil Nil Nil Nil Nil
Promoters
Against our 2 Nil Nil Nil Nil Not
Promoters quantifiable
KMP and SMP (excluding our Executive Directors)
44Category of No. of No. of Tax No. of Disciplinary No. of Aggregate
individuals / Criminal Proceedings Statutory or actions by SEBI or Material amount
entities Proceedings (direct and Regulatory Stock Exchanges civil involved* (₹
indirect tax) Proceedings against our litigation# in million)
Promoters in the
last five years,
including
outstanding action
By our KMP Nil Nil Nil Nil Nil Nil
and SMP
Against our Nil Nil Nil Nil Nil Nil
KMP and SMP
Subsidiary
By our Nil Nil Nil Nil Nil Nil
Subsidiary
Against our Nil Nil Nil Nil Nil Nil
Subsidiary
#Determined in accordance with the Materiality Policy.
*To the extent quantifiable.
We confirm that as on date of this Draft Red Herring Prospectus, the litigations involving our Company are
not so major that our survival is dependent on the outcome of any such pending litigation.
For further details, please refer to the section titled “Outstanding Litigation and Material Developments” on
page 343 of this Draft Red Herring Prospectus.
19. We intend to utilise a portion of the Net Proceeds towards part financing the cost of establishing a new
manufacturing unit to expand our existing production capacities and manufacture new products, and we
cannot assure you that we will be able to derive the benefits from the proposed object.
Our Company proposes to utilise ₹ 2,262.49 million from the Net Proceeds towards setting up a new project
to enhance existing manufacturing capacities and manufacture new products, which is currently estimated
to commence commercial production by July 2027. The proposed investment will include a high-capacity
OSD block, a dedicated oncology unit, a comprehensive penicillin portfolio (including tablets, capsules, dry
syrups and injectables), and an additional SVP manufacturing block. The unit will also feature sterile
manufacturing lines for ampoules, vials, dry powder injections and form–fill–seal (“FFS”) eye drops. The
deployment of the Net Proceeds is based on management estimates, which are subject to change depending
on external conditions, costs, financial position, business strategy and the passage of time. We cannot assure
that we will derive the intended benefits or synergies from the proposed project, and our management will
have broad discretion in applying the Net Proceeds. Subject to applicable laws, funding requirements may
be revised, including increases or decreases in expenditure for the expansion programme.
Our capital expenditure plans are subject to potential uncertainties such as cost overruns and delays. Risks
include increased equipment or machinery costs, inadequate performance of installed equipment, delays in
construction and approvals, design or construction defects, unforeseen regulatory restrictions, labour
shortages, new taxes or duties, financing costs, and environmental or ecological requirements, many of which
are beyond our control. There can be no assurance that the expansion will be completed as planned or on
schedule. Any delay or cost overrun could result in budgeted costs being insufficient and prevent us from
achieving intended economic benefits, which may adversely affect our financial condition, results of
operations, cash flows and prospects.
We have not yet entered into definitive agreements with vendors for utilities, equipment, machinery,
construction and other expenses. Accordingly, there can be no assurance that the same vendors will be
engaged or that the equipment and machinery will be available at the quoted costs. Costs may escalate due
to factors beyond our control, and delays in placement of orders could extend the implementation schedule
and deployment of Net Proceeds. Quotations are also subject to changes in design, configuration, business
environment and interest or exchange rate fluctuations.
Further delays in setting up the proposed manufacturing unit may arise from contractors failing to perform,
unforeseen engineering problems, labour disputes, force majeure events or other external factors, leading to
cost overruns and delays. As on date, we have not made alternate arrangements to meet capital requirements
for the Objects of the Offer. We currently meet capital requirements through bank finance, unsecured loans,
45owned funds and internal accruals. Any shortfall in these sources or inability to raise debt may prevent us
from meeting our capital requirements, adversely impacting our financial condition and operations. Since no
alternate source of funding has been identified, any failure or delay in raising money from this Offer, or any
shortfall in Net Proceeds, may delay the implementation schedule and affect our growth plans. We cannot
assure that the proposed capital expenditure will be undertaken within the estimated costs or without
escalation. For further information, see “Objects of the Offer – Funding capital expenditure requirements for
setting up a new project to enhance existing manufacturing capacities and manufacture new products” on
page 100.
20. Our Company may not be able to obtain, renew or maintain our statutory and regulatory permits and
approvals required to operate our businesses on time or at all. Any failure to obtain, maintain or renew
the required approvals, licenses, registrations or permits, may adversely affect our operations.
We require certain statutory and regulatory licenses, registrations and approvals to operate our business,
some of which our Company has either received, applied for or is in the process of application. There can be
no assurance that we will be able to obtain or maintain or renew these registrations and approvals in a timely
manner or at all. For further details in relation to our approvals, please refer to the chapter titled “Government
and Other Approvals – Business Related Approvals” on page 351 of this Draft Red Herring Prospectus. Even
after we have obtained the required licenses, permits and approvals, our operations are subject to continued
review and the governing regulations which may change from time to time. Further, in respect of the
manufacturing unit proposed to be set up, we have received the provisional consent to establish under Section
25 of the Water (Prevention and Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention
and Control of Pollution) Act, 1981. The remaining applicable approvals shall be applied at the relevant
stage by our Company. For further details, please see “Objects of the Offer – Funding capital expenditure
requirements for setting up a new project to enhance existing manufacturing capacities and manufacture
new products - Statutory Approvals” on page 109 of this Draft Red Herring Prospectus. We cannot assure
you that our Company will be able to receive such approvals in a timely manner or at all.
Furthermore, the government approvals and licenses may be subject to numerous conditions, some of which
are onerous and require us to incur substantial expenditure, specifically with respect to compliance with
environmental laws. Failure to comply with applicable regulations may subject us to penalties and disrupt
our operations. Occurrence of any such events, may lead to levying of fines or penalties on our Company,
which may have an adverse impact on our reputation, results of operations and financial condition. While,
we have not materially faced any such instances in the preceding three Fiscals, however any such events,
may have an adverse impact our business, financial condition, results of operations and cash flows.
21. Our expansion into new product categories and an increase in the number of products offered by us may
expose us to new challenges and additional risks.
We are a pharmaceutical CDMO, offering a comprehensive range of pharmaceutical products. Our success
depends significantly on our ability to successfully commercialize our products under development in a
timely manner. The development and commercialization process for new products is both time consuming
and costly, and involves a high degree of business risk. Due to the prolonged time period involved in
developing a new product, delays associated with regulatory approval process as well as competitive factors,
we may invest resources in developing products that may not be successful commercially, which could have
an adverse effect on our business, results of operations and financial condition.
We have in the past diversified our product portfolio and manufacturing operations by introducing new
products, and setting up new Manufacturing Units. We now intend to further diversify our product portfolio
by setting up a dedicated oncology line, for manufacturing oncology products in diverse dosage forms. The
expansion of our existing products and development and commercialization of new products may be
complex, time-consuming and costly, and its outcome may not be favourable. We might have to invest
significant amount of our resources to ensure that we offer diverse products to our customers and are able to
meet their customized demands, which may skew the resource allocation from other business activities, and
possibly impacting our revenues and profitability. Further, we may face difficulty in understanding the
demand and supply patterns, market trends, marketing segments for such products which may pose a risk in
the smooth operation. While, we have a longstanding experience of manufacturing pharmaceutical products,
however we do not have experience of manufacturing oncology formulations and products. If we cannot
successfully manage our product mix, address new challenges or compete effectively, we may not be able
to recover costs of our investments and eventually achieve profitability. For more details, see “Our Business
46- Our Business Strategies – Strategic expansion into oncology therapeutics” and “Objects of the Offer –
Funding capital expenditure requirements for setting up a new project to enhance existing manufacturing
capacities and manufacture new products” on pages 197 and 100, respectively, of this Draft Red Herring
Prospectus.
22. While we manufacture a majority portion of our products for sale based on confirmed orders under direct
arrangements, however, if there are any fluctuations in the demand for our products, it could affect our
inventory levels, operations, financial condition and cash flow.
While we manufacture a majority portion of our products for sale based on confirmed orders under direct
arrangements, however, if there is any fluctuations in the demand for our products, it could affect our
inventory levels, operations, financial condition and cash flow. Our future earnings through the sale of our
products may not be realized as forecasted, due to cancellations or modifications of firm orders or our failure
to accurately prepare demand forecasts. If we are unable to appropriately estimate the demand for our
products for any reason, it could result in excess inventory levels or the unavailability of our products during
increased demand, resulting in loss in potential sales. Our ability to accurately forecast customer demand for
our products is affected by various factors, including:
• a substantial increase or decrease in the demand for our products or for similar offerings of our
competitors;
• changes in customer requirements;
• aggressive pricing strategies employed by our competitors;
• failure to accurately forecast or changes in customer acceptance of our products;
• limited historical demand and sales data for our products in newer markets;
• fluctuations in foreign currencies; and
• weakening of general economic conditions or customer confidence that could reduce the sale of our
products.
Inventory levels that exceed customer demand may result in inventory write-downs or write-offs or we may
be required to sell our excess inventory at discounted prices, which will adversely affect our results of
operations. On the other hand, if we face demand in excess of our production, we may not be able to
adequately respond to the demand for our products. This could result in delays in delivery of our products to
our customers and we may suffer damage to our reputation and customer relationships. There can be no
assurance that we will be able to manage our inventories at optimum levels to successfully respond to
customer demand. While we have faced instances of delay in delivery of our products in Fiscals 2025, 2024
and 2023, we cannot assure you that such instance will not occur in future.
23. Our failure to keep our technical knowledge confidential could erode our competitive advantage. Further,
failure to maintain confidential information of our customers could adversely affect our results of
operations and/or, damage our reputation.
Many of the formulations used and processes developed by us in manufacturing our customers’ or our own
products are subject to trade secret protection, patents or other intellectual property protections owned or
licensed by such customer or us. Further, we possess extensive technical knowledge about our products. Our
technical knowledge is a significant independent asset, which may not be adequately protected by intellectual
property rights such as patent registration. As a result, we cannot be certain that our technical knowledge
will remain confidential in the long-run. Certain technical knowledge may be leaked, either inadvertently or
wilfully, at various stages of the manufacturing process.
Further, a number of our employees have access to confidential processes and product and customer
information and there can be no assurance that this information will remain confidential. Moreover, certain
of our employees may leave us and join our various competitors. Although, our employee appointment letters
contain non-disclosure clauses, if any of our employees breaches the non-disclosure provisions in such
agreements, or if our customers make claims that their proprietary information has been disclosed, our
reputation may suffer damage and we may become subject to legal proceedings that could require us to incur
significant expenses and divert our management’s time, attention and resources. While, the aforementioned
events, have not occurred in the preceding three Fiscals, however occurrence of any such events, may have
a material impact on our business, results of operations and financial condition.
47Majority of the agreements with our customers include clauses on confidentiality, however, there can be no
assurance that such agreements will be successful in protecting our technical knowledge or the confidential
information of our customers. In the event of any breach or alleged breach of our confidentiality obligations
under the agreements with certain customers, such customers may terminate their engagements with us or
initiate litigation for breach of contract. While, we have adopted an information technology systems and
management standard operating procedure, which sets out rules and standards for usage of information
technology, data security, and cybersecurity safeguards, no assurance can be given that such measures will
be adequate to prevent the leakage of confidential information.
In the event that the confidential technical information in respect of our products or business becomes
available to third parties or to the public, any competitive advantage we may have over other companies
could be harmed. If a competitor is able to reproduce or otherwise capitalize on our technology, it may be
difficult, expensive or impossible for us to obtain necessary legal protection. Consequently, any leakage of
confidential technical information could have an adverse effect on our business, results of operations,
financial condition and future prospects. While, the aforementioned events, have not occurred in the
preceding three Fiscals, however occurrence of any such events, may have a material impact on our business,
results of operations and financial condition.
24. We are dependent on third parties for the transportation and timely delivery of our products to customers
and delivery of raw materials to our facilities. Any failure by or loss of a third party transport service
provider could result in delays and increased costs, which may adversely affect our business.
We rely on third parties for the transportation services for the timely delivery of our products to our
customers and delivery of raw materials to our facilities. In the event that these service providers are unable
to provide efficient services or if we are unable to secure alternate transport arrangements in a timely manner
and at an acceptable cost, or at all, our business, cash flows, financial condition, results of operations and
reputation may be adversely affected. The freight and forwarding charges incurred by our Company during
the Fiscals 2025, 2024 and 2023 aggregated to ₹ 49.01 million, ₹ 26.22 million and ₹ 14.14 million,
respectively, which constituted 2.55%, 1.90% and 1.72% of our Revenue from Operations for the respective
period. In order to mitigate such risks, we generally maintain a diversified base of transportation agencies to
avoid delays or defaults. Further, in case of loss or damage of goods during transit, there can be no assurance
that any claim under the insurance policies maintained by us will be honoured fully, in part, on time, or at
all. While, the aforementioned events, have not materially occurred in the preceding three Fiscals, however
occurrence of any such events, may have a material impact on our business, results of operations and
financial condition.
25. Certain of our corporate records and filings made by us are not traceable or have certain discrepancies
or have been filed with a delay. Further, our Company has inadvertently failed to make certain filings
with the RoC which may lead to penal action by the competent regulatory authority in relation to such
discrepancies.
We have not been able to trace certain of our Company’s corporate records and regulatory filings, as set out
below:
Form / challan Purpose
Form 2 Allotment of securities in the year 2005. where 53,680 equity shares were allotted
Form 1 Declaration of compliance with the requirement of the Companies Act, 1956 on
application for registration of Company.
Accordingly, certain disclosures in this Draft Red Herring Prospectus in relation to such untraceable
corporate or secretarial records have been made with reliance on other supporting documents available in
our records, including the resolutions passed by the Board or Shareholders in their meetings, or documents
annexed to the filings sent to the relevant regulatory authorities. Further, we have relied on the search report
dated June 21, 2025, issued by Mehta & Mehta, Company Secretaries, (having peer review certificate bearing
number P1996MH007500), pursuant to their inspection and independent verification of the documents
available or maintained by our Company, the Ministry of Corporate Affairs at the MCA Portal and the RoC.
Further, we have also sent an intimation through our letter dated September 2, 2025, to the RoC informing
them about the untraceable filings of our Company.
48In addition to the above, our Company has filed Form GNL-2 with the RoC dated September 4, 2025 bearing
SRN AB6510762 and AB6517494 for reporting inadvertent omissions in annual filings for the Fiscals 2019
and 2022. Further, our Company had paid stamp duty on share certificates issued to the Shareholders with a
delay, pursuant to which a penalty of ₹ 19,300 was imposed by the Office of the Divisional Commissioner,
National Capital Territory of Delhi on us.
While no legal proceedings or regulatory action has been initiated against our Company in relation to the
unavailable filings and statutory lapses as of the date of this Draft Red Herring Prospectus, we cannot assure
you that such proceedings or regulatory actions will not be initiated against our Company in the future in
relation to the missing filings and corporate records. The actual amount of the penalty which may be imposed
or loss which may be suffered by our Company cannot be ascertained at this stage and depends on the
circumstances of any potential action which may be brought against our Company. We cannot assure you
that any such proceedings will not have a material adverse effect on our financial condition or reputation.
26. We are yet to place orders for civil works and plant and equipment proposed to be funded through this
Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to provide
the equipment in a timely manner, or at all, it may result in time and cost over-runs and our business,
results of operations, financial condition and cash flows may be adversely affected.
We are yet to place orders for the entire portion of the total capital expenditure which we propose to fund
from the Net Proceeds, for an amount of up to ₹ 2,056.81 million which excludes the amount reserved for
contingency, constituting 100.00% of the total civil works and plant and equipment proposed to be funded
from the Net Proceeds of the Offer. We have not entered into any definitive agreements to utilize the Net
Proceeds for these Objects of the Offer and have relied on the quotations received from third parties for
estimation of the cost. The completion of such projects is dependent on the performance of external agencies,
which are responsible for inter alia completion of civil work and procurement and installation of machinery
and equipment. If the performance of these agencies is inadequate, it may result in incremental cost and time
overruns which could adversely affect our business and results of operations. We may also be unable to
identify suitable replacement external agencies in a timely manner. In addition, the actual amount and timing
of our future capital requirements may differ from our estimates as a result of, among other things,
unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, engineering design changes
and technological changes.
The quotations received by us for such civil work, plant and machinery and utilities as of the date of this
Draft Red Herring Prospectus are valid for a certain period and may be subject to revisions and other
commercial and technical factors. Additionally, in the event of any delay in placement of orders, the
proposed schedule, implementation and deployment of the Net Proceeds may be extended or may vary
accordingly. We cannot assure you that the actual costs incurred will not exceed the quotation amounts. Our
inability to procure such machinery and equipment or undertake civil work at acceptable prices or in a timely
manner, may result in an increase in capital expenditure, the proposed schedule implementation and
deployment of the Net Proceeds may be extended or may vary accordingly, thereby resulting in an adverse
effect on our business, results of operations, financial condition and cash flows.
27. Our Company has applied for registration of certain trademarks in its name. Until such registrations are
granted, our Company may not be able to prevent unauthorised use of such trademarks by third parties,
which may lead to the dilution of our goodwill.
Our Company has made applications for registering our logo under the Trade Mark Act, 1999. Pending
the registration of these trademarks, any other vendor in the similar line of business as ours may use such
trademarks and we may have a lesser recourse to initiate legal proceedings to protect our intellectual
property. Further, our applications for the registration of certain trademarks may be opposed by third parties,
and we may have to incur significant cost in relation to these oppositions. In the event we are not able to
obtain registrations due to opposition by third parties or if any injunctive or other adverse order is issued
against us in respect of any of our trademarks for which we have applied for registration, we may not be able
to use such trademarks and / or avail the legal protection or prevent unauthorized use of such trademarks by
third parties, which may adversely affect our goodwill and business. For further details on the trademarks,
registered or pending registration, please refer to the chapters titled “Our Business - Intellectual Property”
and “Government and Other Approvals - Intellectual property” on pages 206 and 356, respectively, of this
Draft Red Herring Prospectus.
28. We have taken secured loans from banks and financial institutions and unsecured loans from Promoters
49and Promoter Group. In addition to our existing indebtedness for our existing operations, we may incur
further indebtedness during the course of business. Our inability to meet our obligations, including
financial and other covenants under our debt financing arrangements could adversely affect our business,
results of operations and financial condition.
As on September 1, 2025, our Company’s total fund based indebtedness including secured loans from banks
and financial institutions and unsecured loans from Promoters and Promoter Group is ₹ 642.95 million.
Please refer to the chapter titled ― “Financial Indebtedness” on page 340. In addition to the indebtedness
for our existing operations, we may incur further indebtedness during the course of our business. We cannot
assure you that we will be able to obtain further loans at favourable terms. Increased borrowings, if any, may
adversely affect our debt-equity ratio and our ability to borrow at competitive rates. In addition, we cannot
assure you that the budgeting of our working capital requirements for a particular year will be accurate.
There may be situations where we may under-budget our working capital requirements, which may lead to
delays in arranging additional working capital requirements, loss of reputation, levy of liquidated damages
and can cause an adverse effect on our cash flows.
The agreements executed in respect of our loans include restrictive covenants which mandate certain
restrictions in terms of our business operations such as change in capital structure, declaring dividends,
further expansion of business, undertake guarantee obligations on behalf of any other borrower, which
require our Company to obtain prior approval of the lenders for any of the above activities. It may be possible
for a lender to assert that we have not complied with all applicable terms under our existing financing
documents. While, we have obtained the consents from our lenders for undertaking this Offer, however
defaults under one or more of our Company’s financing agreements may limit our flexibility in operating
our business, trigger cross default provisions, penalties, acceleration of repayment of amounts due under
such facilities, which could have an adverse effect on our cash flows, business, results of operations and
financial condition. Any failure to service our indebtedness or otherwise perform our obligations under our
financing agreements entered with our lenders or which may be entered into by our Company, could trigger
cross default provisions, penalties, acceleration of repayment of amounts due under such facilities which
may cause an adverse effect on our business, financial condition and results of operations.
29. Our proposed expansion plans are subject to the risk of unanticipated delays in implementation and cost
overruns.
The Indian pharmaceutical market is witnessing a value increase from USD 16.6 billion in 2019 to 38.3
billion in 2029, with an expected CAGR of 8.0% between 2019 to 2024 to reach USD 20.13 billion and a
further CAGR of 9.5% between 2024 to 2029. The government spending on healthcare in India is witnessing
an upward trajectory, with 2023 values reaching USD 66.4 billion. (Source: F&S Report)
To tap this demand, we plan to expand manufacturing capacity by establishing a new unit on 9085 square
meter of industrial land adjacent to our existing Manufacturing Facility. This will include a high-capacity
OSD block, a dedicated oncology unit, a comprehensive penicillin portfolio (tablets, capsules, dry syrups,
injectables), and an additional SVP block, along with sterile manufacturing lines for ampoules, vials, dry
powder injection and FFS eye drops. We propose to utilise ₹ 2,262.49 million from the Net Proceeds towards
setting up the proposed manufacturing unit. For details, see “Our Business - Our Business Strategies –
Expanding our manufacturing capacities” and “Objects of the Offer – Funding capital expenditure
requirements for setting up a new project to enhance existing manufacturing capacities and manufacture
new products” on pages 196 and 100, respectively, of this Draft Red Herring Prospectus.
In executing this expansion, we may face regulatory, personnel and operational challenges leading to delays
or increased costs. Risks include labour shortages, procurement issues, higher equipment or manpower costs,
inadequate equipment performance, construction delays or defects, regulatory restrictions, delays in
approvals, higher pre-operating expenses, taxes, finance charges, working capital requirements,
environmental costs, and other external factors. There is no assurance that the proposed expansion will be
completed as planned or on schedule, that budgeted costs will be sufficient, or that the unit will commence
production on time. Significant cost overruns or delays could adversely impact our financial condition,
results of operations, cash flows and prospects.
We may also be unable to fully utilise the installed capacities of the proposed manufacturing unit.
Infrastructure requirements may vary from projections if sales growth is lower than expected. Given the
long-term nature of such investments, actual returns may differ from estimates, and any shortfall could
50negatively affect our financial condition, cash flows and results of operations. Although we have not
experienced cost overruns in the past, we cannot assure that future expansions will achieve the intended
benefits or anticipated revenue growth.
30. Any variation in the utilization of the Net Proceeds shall be subject to certain compliance requirements,
including prior approval of the Shareholders of our Company.
We propose to utilize the Net Proceeds for (i) funding capital expenditure requirements for setting up a new
project to enhance existing manufacturing capacities and manufacture new products; and (ii) general
corporate purposes. For further details, see the section titled “Objects of the Offer” on page 98. The proposed
utilization is based on current business plans, management estimates, prevailing market conditions, vendor
quotations, and other commercial and technical factors, and has not been appraised by any bank, financial
institution, or independent party. These estimates may be inaccurate, and we may require additional funds
to fully implement the proposed objectives. Moreover, unforeseen changes in external conditions, costs,
financial situation, or business strategies may require us to vary the use of the Net Proceeds.
Any delay in implementation may lead to additional costs, adversely impacting our business, financial
condition, results of operations, and cash flows. As per the Companies Act, 2013 and SEBI ICDR
Regulations, any variation in the utilization of Net Proceeds would require shareholder approval via a special
resolution. If such approval is not obtained in a timely manner, or at all, it could negatively affect our
operations. For further details, please refer to the chapter titled “Object of the Offer” on page 98 of this Draft
Red Herring Prospectus. As a result, even if variation in deployment of unutilized Net Proceeds is in the
interest of our Company, our ability to do so may be restricted, thereby limiting our flexibility to respond to
changing business or financial conditions, and adversely affecting our business, results of operations, cash
flows, and financial condition.
31. Our Company has acquired the land on which the proposed manufacturing unit is to be set up from our
Promoters, who may be deemed to be interested in the said acquisition.
Our Company has entered into a lease agreement dated April 18, 2025 with our Promoters, in respect of the
property situated at Khasra numbers 444 Mi, 433 Gh, 433 K and 433 Kh, village Kishanpur Jamalpur
Mustahkam, Pargana Bhagwanpur, Roorkee – 247 667, Haridwar, Uttarakhand, India, for the purpose of
setting up the proposed manufacturing unit. Further, our Company has now entered into an agreement for
sale dated June 24, 2025 with our Promoters, Harsh Tiwari and Vandana Tiwari for purchase of the
aforementioned land parcels for an amount of ₹ 65.00 million, out of which an amount of ₹ 30.00 million
has been paid as advance and the balance amount of ₹ 35.00 million will be paid at the time of registration
of sale deed. Our Promoters, Harsh Tiwari and Vandana Tiwari shall be deemed to be interested in the
purchase of the said properties by our Company.
While, the transactions of purchase of land from our Promoters been conducted in the ordinary course of
business, in accordance with the provisions of applicable laws and on an arm’s length basis and is not been
prejudicial to the interests of our Company, however we cannot assure you that we shall continue to do the
same in future. As of date of this Draft Red Herring Prospectus, there are no material conflicts, any such
present and future conflicts could have a material adverse effect on our business, results of operations and
financial condition. For further details see “Our Business - Property” on page 206 of this Draft Red Herring
Prospectus.
32. We have certain contingent liabilities and our financial condition and profitability may be adversely
affected if any of these contingent liabilities materialize.
Our contingent liabilities and commitments (to the extent not provided for) as disclosed in the notes to our
Restated Consolidated Financial Statements are as follows:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Contingent liabilities
i. Claim against the company not acknowledged as debt
-Income Tax Debt - - -
-Others - - -
ii. Guarantees excluding financial guarantees
-Letter of Credit Issued - - -
51Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
-Bank Guarantee Issued 187.58 95.52 60.43
iii. Other money for which company is contingently
liable
(b) Commitments
-Estimated amount of contracts remaining to be executed 30.57 - -
on capital account and not provided for
For further details of contingent liability, see the section titled ― “Financial Information- Restated
Consolidated Financial Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” on
page 300 of this Draft Red Herring Prospectus. Furthermore, there can be no assurance that we will not incur
similar or increased levels of contingent liabilities in the future.
33. Our Directors do not have any prior experience of being a director in any other listed company in India
and this may present certain potential challenges for our Company and in the event of any material non-
compliance where our Directors are held liable and responsible, we may have to appoint new directors.
Further, one of our Directors do not hold formal educational qualifications. There can be no assurance
that the lack of formal educational qualifications of one of our Directors will not have an adverse effect
on our business, operations, reputation, or future prospects.
Our current Board comprises six directors which includes one Managing Director, two Whole-time Directors
and three Independent Directors. Our Directors do not hold directorship in any other listed company in India.
While our Board members are qualified and have relevant experience in their respective fields, not having
any significant contemporary experience of being a director in any other listed company in India may present
certain potential challenges for our Company. In the event of any material non-compliance where our
Directors are held liable and responsible, we may have to appoint new directors or replace our current
Directors, which could be time consuming and may involve additional costs for our Company. Further, our
Whole-time Director, Ram Nivas Gupta does not hold formal educational qualification. While our Board
includes individuals with significant industry knowledge, experience, and business acumen, the absence of
formal qualification of our Whole-time Director may limit his ability to contribute effectively in areas that
require technical or specialized knowledge. There can be no assurance that the lack of formal educational
qualifications of our Whole-time Director will not have an adverse effect on our business, operations,
reputation, or future prospects. For further details, see “Our Management” on page 227 of this Draft Red
Herring Prospectus.
34. Our operations are labor intensive. Any non-availability of contract workers at reasonable cost or any
strikes, work stoppages or increased wage demands could lead to disruption in our Manufacturing
Facility.
We associate with independent contractors through whom we engage security personnel for our
Manufacturing Facility. Set out below are details of contract workers engaged by us for the preceding three
Fiscals:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of contract workers 37 12 10
Expenses towards contract workers (₹ million) 9.30 3.69 3.40
% of total expenses 0.56 0.30 0.45
Except as mentioned above, we have not engaged any contract labourers during the preceding Fiscals,
however, as on August 31, 2025, we had 203 contract workers responsible for performing certain functions
at our Manufacturing Facility. Although, we do not engage these contract workers directly, we are
responsible for any wage payments to be made to such workers in the event of default by their respective
independent contractors. Any requirement to fund such defaulted wage requirements may have an adverse
impact on our results of operations and our financial condition. Thus, if we are subjected to any such order
from a regulatory body or court or if we are unable to renew the engagement with our independent contractors
at commercially viable terms or at all, our business, financial condition, cash flows and results of operations
may be adversely affected.
52Our industry is labor intensive and our dependence on contract labor may result in significant risks for our
operations, relating to the cost, availability and skill of such contract workers in India, as well as
contingencies affecting availability of such contract workers during peak periods in labor intensive sectors
such as ours. Further, our contract workers may participate in strikes, work stoppages or other industrial
actions in the future which could disrupt our operations. While none of our labour were associated with any
labor union as of March 31, 2025 and we have not faced any instances of non-availability of contract workers
at reasonable cost or any strikes, work stoppages or increased wage demands from such contract workers
that led to any adverse effect on our business or operations during the preceding three Fiscals, there can be
no assurance that such instances will not occur in the future. We may not have adequate access to skilled
and unskilled workmen at reasonable rates or favourable terms at all times in the future and any increase in
the cost of labor or failure to procure availability of labor due to any other reason, will adversely affect our
business, financial condition, cash flows and result of operations.
35. Since our inception, we have expanded our business, scale of operations and delivered variety of products
for which we face competitive pressures. We compete to provide outsourced pharmaceutical products, to
pharmaceutical companies in India and other jurisdictions.
We compete to provide outsourced pharmaceutical products to pharmaceutical companies in the CDMO
industry. Our competition in the CDMO sector includes formulation, loan licensing and commercial
manufacturing of off-patent products, including complex generics, in more complex delivery forms such as
modified and sustained release forms, in compliance with current Good Manufacturing Practices (“GMP”)
with a focus on improved safety, efficacy and cost. The Indian CDMO industry is marked by a fragmented
yet specialized and competitive landscape. This fragmentation creates intense competition but also provides
flexibility and choice for pharmaceutical clients seeking outsourcing partners. Some of the Indian CDMOs
have built deep specialization in select dosage forms such as oncology injectables, high-potency APIs
(HPAPIs), ophthalmic, oral solids, dry powders, liquids/ gels/ semi-solids, and sterile formulations, while
others have chosen to diversify their offerings basis specific end market focus across either regulated/
developed markets or emerging/ unregulated markets. This dual approach of super specialization versus
broad market focus is shaping competitive strategies across the sector. (Source: F&S Report) The Indian
CMO market is dominated by leading competitors including Akums, Innova Captab, Windlas Biotech and
many more. (Source: F&S Report)
We compete primarily on the basis of product portfolio (range of existing product portfolio and novelty of
new offerings), security of supply (quality, regulatory compliance and financial stability), service (on-time
delivery and manufacturing flexibility) and cost-effective manufacturing. Competition may, among other
things, result in a decrease in the revenue earned by us and reduced demand for outsourced pharmaceutical
products, which could have a material adverse effect on our business, results of operations and financial
condition. Further, in global markets, we compete with local companies, multinational corporations and
companies from other emerging markets that are engaged in manufacturing and marketing generic
pharmaceuticals. In addition, as we grow our export operations, we expect competition from major
international generic manufacturers. For further information, see “Industry Overview” on page 130.
Some of our competitors may have substantially greater financial, marketing, technical or other resources
than we possess. Greater financial, marketing, technical or other resources may allow our competitors to
respond to changes in market demand more quickly with new, alternative or emerging technologies. If our
competitors gain significant market share at our expense, particularly in the therapeutic areas in which we
are focused such as cardiovascular, anti-diabetics, neurology, gastrointestinal, vitamins, minerals and
nutrients, our business, results of operations and financial condition could be adversely affected. Changes in
the nature or extent of our customer requirements may render our service and product offerings obsolete or
non-competitive, which could have a material adverse effect on our business, results of operations and
financial condition.
36. We depend on our Senior Management, Key Managerial Personnel and persons with technical expertise,
and if we are unable to recruit and retain qualified and skilled personnel, our business and our ability to
operate or grow our business may be adversely affected.
Our future performance would depend on the continued service of our Senior Management, Key Managerial
Personnel, persons with technical expertise, and the loss of any senior employee and the inability to find an
adequate replacement may impair our relationship with key customers and our level of technical expertise,
which may adversely affect our business, cash flows, financial condition, results of operations and prospects.
53While there has been no instance during the preceding three Fiscals where the resignation of any Senior
Management or Key Managerial Personnel had an adverse impact on our business, results of operations,
cash flows or financial conditions, there is no assurance that such instance will not arise in the future. Set
forth below are details of our employees by function as of the dates indicated, and attrition rate for the periods
indicated:
Particulars As of and for the Fiscal As of and for the Fiscal As of and for the Fiscal
2025 2024 2023
Number of permanent 461 460 310
employees
Attrition Rate (%) 63.32 61.77 59.40
Our future success, amongst other factors, will depend upon our ability to continue to attract, train and retain
qualified personnel, particularly pharmaceutical experts and other associates with critical expertise, know-
how and skills that are capable of helping us develop innovating pharmaceutical products and support our
key customers. We may therefore need to increase compensation and other benefits in order to attract and
retain personnel in the future, which may adversely affect our business, financial conditions, cash flows and
results of operations.
37. Non-compliance with and changes in, safety, health, labour and environmental laws and other applicable
regulations, may adversely affect our business, financial condition, cash flows and results of operations.
We are subject to applicable laws and regulations with respect to the protection of the environment and
employee health and safety. For details, see “Key Regulations and Policies” on page 209. Our Manufacturing
Facility is subject to numerous environmental laws and regulations in India, which govern inter alia, air
emissions, treatment of effluents and discharge of environment pollutants. In case of any change in
environmental or pollution regulations, we may be required to invest in, among other things, environmental
monitoring, pollution control equipment, and emissions management and other expenditure to comply with
environmental standards. If we fail to comply with environmental laws, regulations and permits, we could
be subject to penalties, fines, restrictions or interruption of operations. Any of the above actions could have
a material adverse effect on our business, financial condition, results of operations and cash flows. While we
have not experienced such instances during the preceding three Fiscals, we cannot assure you that we will
not face any such issues in future.
38. We are currently dependent on our Promoters for the success of our business and if they cease to be
involved in or decrease their involvement in our business prior to us having a succession plan in place, it
could have a material adverse effect on our business, financial condition, results of operations and cash
flows.
We are currently dependent on the past and continued efforts and contributions of our Promoter, Chairman
and Managing Director, namely, Harsh Tiwari for the success of our business, who hold an experience of
more than 25 in the pharmaceutical industry. We believe that the inputs and experience of our Promoters are
valuable for the growth and development of our business. Our Promoters have deep industry knowledge and
play a major role in developing and building relations with our key stakeholders, including suppliers and
customers. Further, our Promoters have played pivotal roles in shaping our Company’s vision, values, and
long-term objectives. Their leadership has not only guided our strategic decisions but also fostered a culture
of innovation within our organization. For details in relation to their experience, see “Our Management” on
page 227.
While we are committed to ensuring a smooth transition in leadership roles, succession planning poses a
significant challenge given the Promoters’ experience. Any delays or inadequacies in succession planning
could expose us to operational disruptions and strategic misalignment. Any sudden departure or reduced
involvement of any of the Promoters in our business prior than planned could have a material adverse effect
on our business, financial condition and results of operations.
39. Some of our Promoters and Directors have extended personal guarantees with respect to loan facilities
availed by our Company. Revocation of any or all of these personal guarantees may adversely affect our
business operations and financial condition.
Our Promoters, Harsh Tiwari and Vandana Tiwari and our Whole-time Director, Ram Niwas Gupta have
provided guarantees for the loans availed by our Company from various lenders. The details of the personal
54guarantees extended as on September 1, 2025, have been provided below:
(₹ in million)
Guarantee given by Amount of
S. No. Name of the lender Name of the facility
guarantee
1 State Bank of India Harsh Tiwari, Vandana Cash credit, GECL and 548.50
Tiwari and Ram Niwas bank guarantee
2 HDFC Bank Limited Gupta Cash credit and term 150.00
loan
3. SIDBI Term loans 186.10
Total 884.60
For details, please refer to the chapter titled ― “Financial Indebtedness” on page 340 of this Draft Red
Herring Prospectus.
In the event any of these guarantees are revoked our lenders may require us to furnish alternate guarantees
or may demand a repayment of the outstanding amounts under the said facilities sanctioned or may even
terminate the facilities sanctioned to us. There can be no assurance that our Company will be able to arrange
such alternative guarantees in a timely manner or at all. If our lenders enforce these restrictive covenants or
exercise their options under the relevant debt financing agreements, our operations and use of assets may be
significantly hampered and lenders may demand the payment of the entire outstanding amount and this in
turn may also affect our further borrowing abilities thereby adversely affecting our business and operations.
40. Any future under-utilization of our manufacturing capacity may have an adverse effect on our business,
future prospects and future financial performance.
The success of any capacity investment and expected return on investment on capital expenditure is subject
to, among other factors, the ability to procure requisite regulatory approvals in a timely manner; recruit and
ensure satisfactory performance of personnel; and the ability to absorb additional infrastructure costs and
develop new expertise. Our continued profitability depends upon our ability to optimize the product mix to
support high-margin products and products with consistent long-term demand and the demand and supply
balance of our products in the principal and target markets. In particular, the level of our capacity utilization
can impact our operating results. Capacity utilization is also affected by our product mix and the demand
and supply balance. Our break-up of the capacity utilization in our Manufacturing Facility for the years
indicated has been provided below:
(Units in million)
Section Unit of Capacit Product Capacit Capacit Product Capacit Capacit Product Capacit
Measur y ion y y ion y y ion y
ement utilisati utilisati utilisati
on (%) on (%) on (%)
General 2,272.50 1,473.49 64.84 2,052.50 1,765.85 86.03 2,052.50 1,606.28 78.26
Nos
Tablet
Calcium 818.10 517.38 63.24 - - - - - -
Nos
Tablet
Capsules Nos 454.50 297.92 65.55 454.50 222.44 48.94 454.50 142.54 31.36
Liquid Bottles 48.48 19.67 40.58 28.48 13.24 46.47 28.48 16.50 57.93
Herbal 10.10 2.12 20.96 10.10 1.68 16.66 10.10 1.94 19.23
Bottles
Liquid
Ointment Nos 48.48 30.57 63.06 12.48 7.50 60.06 12.48 8.38 67.13
Eye/Ear 18.18 10.17 55.92 18.18 6.14 33.80 18.18 6.29 34.59
Nos
Drops
Injection Nos 75.75 16.27 21.48 21.94 13.63 62.14 21.94 13.60 62.01
Infusion Nos 33.33 14.31 42.94 23.33 11.35 48.66 23.33 11.94 51.19
Hormone Nos 121.20 23.35 19.26 121.20 12.60 10.40 121.20 28.04 23.14
Medical 7.11 0.80 11.26 7.11 0.62 8.67 7.11 0.65 9.09
Nos
Soaps
Beta tablet Nos 123.95 84.05 67.81 123.95 5.79 4.67 123.95 8.38 6.76
Beta Dry 4.55 0.30 6.54 4.55 0.40 8.76 4.55 0.40 8.76
Nos
Syrup
Beta Dry 15.15 9.83 64.91 15.15 2.89 19.06 15.15 2.27 14.95
Powder Nos
Injection
The ampule line was shut down during September 2024 to October 2024 for a period of 60 days and the vial line was shut
down during the period January 2025 to February 2025 for a period of 60 days.
55For further information, see “Our Business - Installed Capacity, Average Annual Available Capacity, Actual
Production and Capacity Utilisation” on page 201 of this Draft Red Herring Prospectus.
These capacity utilization details are not indicative of future capacity utilization rates, which are dependent
on various factors, including demand for our products, availability of raw materials, our ability to manage
our inventory and improve operational efficiency.
Any future under-utilization of our manufacturing capacity over extended periods, or significant under-
utilization in the short-term, could materially and adversely impact our business, growth prospects and future
financial performance. Our capacity utilization levels are dependent on our ability to carry out uninterrupted
operations at our Manufacturing Facility, the availability of raw materials, industry/ market conditions, as
well as by the product requirements of, and procurement practice followed by us. In the event we face
prolonged disruptions at our Manufacturing Facility including due to interruptions in the supply of water,
electricity or as a result of labour unrest, or are unable to procure sufficient raw materials, we would not be
able to achieve full capacity utilization of our current Manufacturing Facility, resulting in operational
inefficiencies which could have a material adverse effect on our business and financial condition.
41. Certain legal proceedings have been initiated against us for which we have not been served with summons,
notices or related case papers, which limits our ability to make complete disclosures in this Draft Red
Herring Prospectus.
Based on the independent legal searches undertaken by us and reports obtained from third parties, it has
come to our notice that three legal proceedings have been filed against our Company before various judicial
authorities. We have not been served any summons or communication regarding such matters. In the absence
of any information in relation to such cases, we shall not be able to identify and disclose such proceedings
or developments in this Draft Red Herring Prospectus, on account of non-receipt of the relevant case
documents. Upon availability of such information, we shall disclose the material legal proceedings in the
Red Herring Prospectus and Prospectus, in compliance with applicable laws. In the absence of any relevant
details, we cannot assure you that any such cases shall have a material adverse impact on our results of
operations and financial condition.
42. An inability or delay in launching new generic pharmaceutical products due to successful efforts by
innovator pharmaceutical to limit the use of generics through their legislative, regulatory and other
measures, including patent extensions, may adversely affect our business, results of operations and
financial condition.
Pharmaceutical companies have been undertaking efforts, such as: (i) pursuing new patents for existing
products that may be granted just before the expiration of earlier patents, which could extend patent
protection for additional years or otherwise delay the launch of generics; (ii) selling the brand product as an
authorized generic, either by the brand company directly, through an affiliate or by a marketing partner; and
(iii) engaging in initiatives to enact legislation that restricts the substitution of some generic drugs, which
could have an impact on products that we are developing. If pharmaceutical companies or other third parties
are successful in limiting the use of generic products through these or other means, introductions of our
generic products may be delayed, and our business, prospects, results of operations, and financial condition
may be adversely affected.
43. The shortage or non-availability of power may adversely affect our business, result of operations,
financial conditions and cash flows.
We require substantial power for our Manufacturing Facility. The following tables set forth below our power
expenses in the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Revenue Amount % of Revenue Amount % of Revenue
(₹ in million) from (₹ in million) from (₹ in million) from
Operations Operations Operations
Power expenses 48.41 2.52 40.30 2.92 26.56 3.22
Our Manufacturing Facility depends on adequate and uninterrupted supply of electrical power. We rely on
rooftop solar panels and local power authorities for procuring power for our Manufacturing Facility. We also
rely upon diesel generator sets for our Manufacturing Facility to ensure continuity of operations in case of
56power outage. There have been no major instances of power failure in the last three years. For further details,
see “Our Business – Utilities” on page 204 of this Draft Red Herring Prospectus. There can be no assurance
that electricity supplied to our Manufacturing Facility will be sufficient to meet our requirements or that we
will be able to procure adequate and uninterrupted power supply in the future at a reasonable cost. If the per
unit cost of electricity is increased by the state electricity board our power cost will increase. Any changes
in government policies or local power and water shortages could adversely affect our production facility and
ultimately our operations or financial condition may be adversely affected. A prolonged suspension in
production could materially and adversely affect our business, financial condition, results of operations or
cash flows.
44. Our inability to successfully implement some or all our business strategies in a timely manner or at all
could have an adverse effect on our business.
As part of our strategy aimed towards business growth and improvement of market position, we intend to
implement several business strategies, which include:
a) Expanding our manufacturing capacities;
b) Strategic expansion into oncology therapeutics;
c) Expanding our geographical footprint; and
d) Increasing wallet share of business from existing customers and adding new customers.
The aforesaid strategies are subject to certain risks and uncertainties. Our strategies may not succeed due to
various factors, many of which are beyond our control, including our failure to develop new products with
growth potential as per the changing market preferences and trends, our failure to expand our business
operations to new geographies, our failure to effectively market our new products or foresee challenges with
respect to our business initiatives, our failure to sufficiently upgrade our infrastructure, machines,
automation, equipment and technology as required to cater to the requirement of changing demand and
market preferences, our failure to maintain quality and consistency in our operations or to ensure scaling of
our operations to correspond with our strategies and customer demand, changes in GoI policy or regulation,
our inability to respond to regular competition, and other operational and management difficulties. Any
failure on our part to implement our strategy due to many reasons as attributed aforesaid could be detrimental
to our long-term business outlook and our growth prospects and may materially adversely affect our business,
results of operations and financial condition. Further, for any reason, in the event the benefits we realize are
less than our estimates or the implementation of these strategies and operating plans adversely affect our
operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate,
our results of operations may be materially adversely affected. For further details of our strategies, see “Our
Business - Our Strategies” on page 196.
45. The cost of implementing new technologies or practices in pharmaceutical industry could be significant
and adversely affect our business, results of operations and financial condition.
Our future success may depend in part on our ability to respond to technological advancements and emerging
standards and practices in the pharmaceutical business on a cost effective and timely basis. We cannot assure
you that we will be able to successfully make timely and cost-effective enhancements and additions to the
technology underpinning our operational platforms, keep up with technological improvements in order to
meet our customers’ needs or that the technology developed by others will not render our products less
competitive or attractive. In addition, rapid and frequent changes in technology and market demand can often
render existing technologies and equipment obsolete, requiring substantial new capital expenditures or write-
down of assets. Our failure to successfully adopt such technologies in a cost effective and a timely manner
could increase our costs (in comparison to our competitors who are able to successfully implement such
technologies) and lead to us being less competitive in terms of our prices or the quality of products we
provide. Further, implementation of new or upgraded technology may not be cost effective, which may
adversely affect our profitability. Any of the above events may adversely affect our business, results of
operations and financial condition.
46. We have in past entered into related party transactions and we may continue to do so in the future.
We have entered into transactions with related parties in the past and from, time to time, we may enter into
related party transactions in the future. These transactions include, among other things, remuneration,
purchases, salary, unsecured loans, interest on unsecured loans and lease expenses. All such transactions
57have been conducted on an arm’s length basis, in accordance with the Companies Act and other applicable
regulations. All related party transactions that we may enter into post-listing, will be subject to Board or
Shareholder approval, as necessary under the Companies Act, the SEBI Listing Regulations and other
application laws. Further, it is likely that we may enter into additional related party transactions in the future.
Such future related party transactions may potentially involve conflicts of interest. For details in relation to
related party transactions, please refer to “Financial Information- Restated Consolidated Financial
Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” and Summary of Offer
Document – Summary of related party transactions” beginning on pages 300 and 28, respectively. There can
be no assurance that any future related party transactions, individually or taken together, will be undertaken
in compliance with Companies Act, 2013 and applicable laws, and will not have an adverse effect on our
business, prospects, results of operations and financial condition. In addition, our business and growth
prospects may decline if we cannot benefit from our relationships with them in the future.
47. We are subject to risks arising from interest rate fluctuations for our borrowings, which could reduce the
profitability of our operations and adversely affect our business, financial condition and results of
operations.
Interest rates for borrowings have been volatile in recent periods. Our operations are funded to a significant
extent by debt and increases in interest rate and a consequent increase in the cost of servicing such debt may
adversely affect our results of operations and financial condition. Changes in prevailing interest rates affect
our interest expense in respect of our borrowings and our interest income in respect of interest on short term
deposits with banks. Our debt facilities carry interest at variable rates as well as fixed rates. As of September
1, 2025, the interest rates for our borrowings ranged from 7.70% to 8.90% per annum. Set forth below are
details of our borrowings at floating rates as of the dates set out below.
Particulars As of
March 31, 2025 March 31, 2024 March 31, 2023
Borrowings at 260.72 154.85 112.40
Floating Rate
(₹ in million)
Although we may in the future engage in interest rate hedging transactions or exercise any right available to
us under our financing arrangements to terminate the existing debt financing arrangement on the respective
reset dates and enter into new financing arrangements, there can be no assurance that we will be able to do
so on commercially reasonable terms or that these agreements, if entered into, will protect us adequately
against interest rate risks. Further, if such arrangements do not protect us adequately against interest rate
risks, they may result in higher costs.
48. If we are unable to sustain or manage our growth, our business, results of operations, financial condition,
cash flows and future prospects may be materially adversely affected.
We have experienced growth in the past three years. Our revenues and profit after tax have grown over the
last three Fiscals. We may not be able to sustain our rates of growth or growth at all, due to a variety of
reasons including a decline in the demand for our products, increased price competition, non-availability of
raw materials, lack of management availability or a general slowdown in the economy. A failure to sustain
our growth may have an adverse effect on our business, results of operations, financial condition, cash flows
and future prospects.
We are embarking on a growth strategy which involves strengthening our core capabilities across focus
industries and building scale, investing in enhancing our design capabilities, expanding our geographical
footprint, strengthening our supply chain ecosystem and enhancing our product diversity and complexity,
and exploring adjacencies. Such growth strategy will place significant demands on our management as well
as our financial, accounting and operating systems and require us to continuously evolve and improve our
operational, financial and internal controls across our organization.
We cannot assure you that our future performance or growth strategy will be in line with our past
performance or growth strategy. Our failure to manage our growth effectively may have an adverse effect
on our business, results of operations, financial condition, cash flows and future prospects.
49. A downgrade in our credit rating could adversely affect our ability to raise capital in the future.
58As on date of this Draft Red Herring Prospectus, our Company has not obtained any credit ratings in relation
to its debt obligations. The interest rates of certain of our borrowings as well as the enhancement and sanction
of any future borrowings may be significantly dependent on the credit ratings obtained by us. A downgrade
of the credit ratings obtained by us in the future, could lead to greater risk with respect to refinancing our
debt and would likely increase our cost of borrowing and adversely affect our business, results of operations,
financial condition, cash flows and future prospects.
50. We are dependent on information technology systems in carrying out our business activities and it forms
an integral part of our business. Further, if we are unable to adapt to technological changes and
successfully implement new technologies or if we face failure of our information technology systems, it
may adversely affect our business and results of operations.
We are dependent on information technology system such as, enterprise resource planning platform,
laboratory information management system and Sophos Firewall for undertaking our day to day business
operations. Any failure of our information technology systems could result in business interruptions,
including the loss of our customers, loss of reputation and weakening of our competitive position, and could
have a material adverse effect on our business, financial condition and results of operations. Additionally,
our information technology systems, specifically our enterprise resource planning platform, laboratory
information management system and other miscellaneous systems, may be vulnerable to computer viruses,
piracy, hacking or similar disruptive problems. Computer viruses or problems caused by third parties could
lead to disruptions in our business activities. Fixing such problems caused by computer viruses or security
breaches may require interruptions, delays or temporary suspension of our business activities, which could
adversely affect our operations. Further, we have not obtained any data security policy or cybercrime
insurance policy, to secure ourselves against the losses or claims arising out of such instances of viruses,
hacking or similar disruptions. In order to mitigate such risks, our Company has implemented an information
technology systems management standard operating procedure, which lays down guidelines on access
control, backup and recovery, cybersecurity measures, and incident management; however, there can be no
assurance that these measures will be sufficient to prevent or fully address any such disruptions. While, there
have not been any instances of cyberattack or breach of our systems or data leakage during the preceding
three Fiscals, occurrence of such events may have an adverse impact on our business, financial condition
and results of operations.
51. Our success depends upon our ability to attract, develop and retain trained manpower while also
maintaining low labour costs.
Our customers expect a high quality standard of our products. To meet the needs and expectations of our
customers, we must attract, train and retain a number of qualified skilled employees, while maintaining low
employee costs. While we undertake in-house training for our employees, we cannot assure you that we will
be able to retain our skilled personnel. Further, in case of any disputes with the employees in connection
with tasks performed by them in the course of their employment, including in relation to the collection of
payments from customers may have an adverse impact on the business operations and financial collections.
As of August 31, 2025, we have a total of 419 employees and 203 contract workers which lay significant
emphasis on our employees’ overall welfare. For details, see ‘Our Business – Employees’ on page 206.
However, there can be no assurance that there will not be any future disruptions in our operations due to any
disputes with our employees or that such disputes will not adversely affect our business and results of
operations.
We will need to continue to recruit, train and retain a greater number of employees, including skilled and
unskilled labour, at various levels, from time to time. An inability to provide wages and/or benefits that are
competitive within the markets in which we operate could adversely affect our ability to retain and attract
qualified personnel, which in turn may affect our business, prospects and financial condition. While, the
aforementioned events, have not materially occurred during the preceding three Fiscals, however occurrence
of any such events, may have a material impact on our business, results of operations and financial condition.
52. Our insurance coverage may not be adequate to protect us against all potential losses, which may have a
material adverse effect on our business, financial condition and results of operations.
59The table below shows the total amount of our insurance coverage and its percentage contribution to our
total assets for the preceding three Fiscals, respectively:
(₹ in million)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Total Insurable Assets 728.41 478.74 341.43
-Insured Assets 728.41 478.74 341.43
-Uninsured Assets - - -
Total Amount of Sum Insured 728.41 478.74 341.43
Sum Insured as % of Total 100.00 100.00 100.00
Insured Assets
We maintain insurance in order to mitigate the risk of losses from potentially harmful events. We have
purchased insurance in order to mitigate the risk of losses from potentially harmful events, such policies
include (i) insurance for burglary; (ii) fire insurance covering building, furniture, fixtures, fittings, electrical
equipment, plant and machinery, stocks; (iii) money insurance policy for money in safe deposit, counter,
premises and transit; (iv) motor insurance policies; (v) employees compensation insurance policies; and (vi)
marine insurance policy for goods and raw materials transported through sea, air, rail, courier, registered
post and road. We believe that the insurance cover obtained by our Company is sufficient to cover the
potential risks. For further information on the insurance policies availed by us, see “Our Business –
Insurance” on page 205. Notwithstanding the insurance coverage that we carry, we may not be fully insured
against certain types of risks. There are many events, other than the ones covered in the insurance policies
specified above, that could significantly impact our operations, or expose us to third-party liabilities, for
which we may not be adequately insured. There can be no assurance that any claim under the insurance
policies maintained by us will be honoured fully, in part, on time, or at all. There have been instances during
the preceding three Fiscals wherein claims were filed by our Company to recover the losses caused on
account of damage of goods during transit. The details of insurance cover for the assets, claims filed and
received and sum assured for the preceding three Fiscals are given below:
(₹ in million)
Period / Fiscal Insurance Claims filed Claims received
coverage Number of Amount of Number of Amount of
claims filed claims filed claims received claims received
2025 728.41 - - - -
2024 478.74 1 4.40 - -
2023 341.43 - - - -
To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance
coverage, our business, cash flows, financial condition and results of operations could be adversely affected.
Any damage suffered by us in excess of such limited coverage amounts, or in respect of uninsured events,
not covered by such insurance policies will have to be borne by us.
Our policies are subject to standard limitations, including with respect to the maximum amount that can be
claimed. Therefore, our insurance policies 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. Further, several of our insurance policies exclude the
insurer’s liability in relation to loss or damage arising directly or indirectly from events excluded as per the
terms of the insurance. Thus, any loss or damage caused on account of such reasons would be excluded from
our insurance cover, which may have a material adverse effect on our business, financial condition and
results of operations.
53. Our Promoters, Directors, Key Managerial Personnel and Senior Management have interests in our
Company other than reimbursement of expenses incurred or normal remuneration or benefits.
Our Promoters, Directors, Key Managerial Personnel and Senior Management may be deemed to be
interested in our Company, in addition to the regular remuneration or benefits, reimbursements of expenses,
Equity Shares held by them or their relatives, their dividend or bonus entitlement, benefits arising from their
directorship in our Company. Our Directors shall be deemed to be interested to the extent of remuneration
paid to their relatives and reimbursement of expenses, if any, payable to them for the services rendered by
them in the aforementioned capacity, to our Company. For further details, please see “Financial Information-
Restated Consolidated Financial Statements – Note 38: Related Party Disclosure (As required by Ind AS-
24)”, “Our Management – Interest of Directors”, “Our Promoter and Promoter Group - Interest of our
60Promoters” “Financial Indebtedness” on pages 300, 233, 249 and 340, respectively of this Draft Red Herring
Prospectus.
There can be no assurance that our Promoters, Directors, Key Management Personnel will exercise their
rights as shareholders to the benefit and best interest of our Company.
54. Our Promoters and members of the Promoter Group have significant control over the Company and have
the ability to direct our business and affairs; their interests may conflict with your interests as a
shareholder.
Upon completion of this Offer, our Promoters and members of our Promoter Group will collectively hold
[●]% of the Equity share capital of our Company. As a result, our Promoters will have the ability to exercise
significant influence over all matters requiring shareholders’ approval. Accordingly, our Promoters will
continue to retain significant control, including being able to control the composition of our Board of
Directors, determine decisions requiring simple or special majority voting of shareholders, undertaking sale
of all or substantially all of our assets, timing and distribution of dividends and termination of appointment
of our officers, and our other shareholders may be unable to affect the outcome of such voting. There can be
no assurance that our Promoters will exercise their rights as shareholders to the benefit and best interests of
our Company. Further, such control could delay, defer or prevent a change in control of our Company,
impede a merger, consolidation, takeover or other business combination involving our Company, or
discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our
Company even if it is in our Company’s best interest. The interests of our Promoters could conflict with the
interests of our other equity shareholders, and our Promoters could make decisions that materially and
adversely affect your investment in the Equity Shares.
55. The average cost of acquisition of Equity Shares held by our Promoters, including our Promoter Selling
Shareholders could be lower than the Offer Price.
Our Promoters’, including our Promoter Selling Shareholders’ average cost of acquisition of Equity Shares
in our Company may be lower than the Offer Price as may be decided by the Company, in consultation with
the Book Running Lead Manager. The details of the average cost of acquisition of Equity Shares held by our
Promoters, including our Promoter Selling Shareholders, as at the date of the DRHP is set out below:
S. Name Number of Equity Shares Average cost of acquisition
No. per Equity Share (in ₹)*
1. Harsh Tiwari 84,191,946 0.08
2. Vandana Tiwari 27,833,250 0.17
*As certified by the Statutory Auditor of our Company, by way of its certificate dated September 10, 2025.
For more details regarding weighted average cost of acquisition of Equity Shares by our Promoters, including
our Promoter Selling Shareholders and build-up of Equity Shares by our Promoters who are also the Selling
Shareholder in our Company, see “Capital Structure” beginning on page 84.
56. Information relating to our annual installed capacity, annual average available capacity and the
historical capacity utilization of our Manufacturing Facility included in this Draft Red Herring
Prospectus is based on various assumptions and estimates and future production and capacity utilization
may vary.
The information relating to the annual installed capacity, average annual available capacity and capacity
utilization of our Manufacturing Facility included in this Draft Red Herring Prospectus are based on various
assumptions and estimates of our management that have been taken into account by the independent
chartered engineer in the calculation of our capacity. These assumptions and estimates include standard
capacity calculation practice in the Indian polymer industry and capacity of other ancillary equipment
installed at the relevant manufacturing facility. Assumptions and estimates taken into account for measuring
installed capacities and the annual average available capacities include 303 working days in a year, in three
operating shifts of eight hours each. Actual production levels and capacity utilization rates may therefore
vary significantly from the annual installed and annual average available installed capacity of our
Manufacturing Facility. Undue reliance should therefore not be placed on our capacity information or
historical capacity utilization information for our existing facility included in this Draft Red Herring
61Prospectus. For information regarding capacity of our Manufacturing Facility, see “Our Business – Installed
Capacity, Average Annual Available Capacity, Actual Production and Capacity Utilisation” on page 201.
57. Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.
Our ability to pay dividends in future will depend on our earnings, financial condition and capital
requirements. Our business is working capital intensive and we are required to obtain consents from certain
of our lenders prior to the declaration of dividend as per the terms of the agreements executed with them.
We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend
on our capital requirements and financing arrangements in respect of our operations, financial condition and
results of operations. Although our Company has declared dividends in the past, however there can be no
assurance that our Company will declare dividends in the future also. For further details, please refer to the
chapter titled “Dividend Policy” and the chapter titled “Financial Indebtedness” on pages 254 and 340
respectively, of this Draft Red Herring Prospectus.
58. Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which may affect investors’ assessments of our
Company’s financial condition.
Our Restated Consolidated Financial Statements for the Fiscals 2025, 2024 and 2023 included in this Draft
Red Herring Prospectus are presented in conformity with Ind AS, in each case restated in accordance with
the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectus (Revised 2019)”
issued by the ICAI. Ind AS differs from accounting principles with which prospective investors may be
familiar, such as Indian GAAP, IFRS and U.S. GAAP.
We have not attempted to explain in a qualitative manner the impact of the IFRS or U.S. GAAP on the
financial information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of
our financial information to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects
from Ind AS and Indian GAAP, which may differ from accounting principles with which prospective
investors may be familiar in other countries. Accordingly, the degree to which the financial information
included in this Draft Red Herring Prospectus, which are restated as per the SEBI ICDR Regulations included
in this Draft Red Herring Prospectus, will provide meaningful information is entirely dependent on the
reader’s level of familiarity with Indian accounting practices, Ind AS, the Companies Act and the SEBI
Regulations. Any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies
Act and the SEBI Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus
should accordingly be limited.
59. If we are unable to establish and maintain an effective system of internal controls and compliances, our
businesses and reputation could be adversely affected.
We manage our internal compliance by monitoring and evaluating internal controls and taking reasonable
steps to maintain appropriate procedures for relevant statutory and regulatory compliances. As risks evolve
and develop, internal controls must be reviewed on an ongoing basis. Maintaining internal controls requires
human diligence and is therefore subject to lapses in judgment and failures that result from human error.
Any such errors can affect the accuracy of our financial reporting, resulting in a loss of investor confidence
and a decline in the price of the Equity Shares. We cannot assure you that deficiencies in our internal controls
will not arise, 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, in a timely manner or at all, which may have an
adverse effect on our business operations and financial condition.
60. Statistical and industry data in this Draft Red Herring Prospectus are derived from the F&S Report, which
was commissioned and paid for by us for the purpose of the Offer. Reliance on information from the F&S
Report for making an investment decision in the Offer is subject to inherent risks.
This Draft Red Herring Prospectus includes information that is derived from the F&S Report, which was
prepared by F&S and commissioned and paid for by us for the purpose of the Offer pursuant to an
engagement letter dated May 7, 2025. F&S is not in any manner related to our Company, our Directors or
our Promoters. A copy of the F&S Report will be available on our Company’s website at
https://cotec.in/industry-report/#. The F&S Report is subject to various limitations and based upon certain
62assumptions that are subjective in nature. The F&S Report contains estimates, projections and forecasts as
well as forward looking statements that could prove to be incorrect. The F&S Report is not a recommendation
to buy or sell securities in any company covered in the F&S Report. Accordingly, prospective investors
should not place undue reliance on or base their investment decision solely on information derived from the
F&S Report included in this Draft Red Herring Prospectus.
Risks in relation to the Offer
61. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares could not be indicative of the market price of the Equity Shares upon listing on the
Stock Exchanges. Investors bear the risk of fluctuations in the price of Equity Shares and there can be
no assurance that a liquid market for the Equity Shares will develop following the listing of the Equity
Shares on the Stock Exchanges.
There has been no public market for the Equity Shares prior to the Offer, the determination of the Price Band
is based on various factors and assumptions and will be determined by our Company in consultation with
the BRLM. The Offer Price will be determined by our Company in consultation with the BRLM, through
the Book Building Process in terms of Regulation 28 and Schedule XIII of SEBI ICDR Regulations. The
relevant financial parameters based on which the Price Band will be determined shall be disclosed in the
advertisement that will be issued for the publication of the Price Band. The Offer Price will be based on
numerous factors, as described under in “Basis for Offer Price” on page 115. This price may not necessarily
be indicative of the market price of the Equity Shares after the Offer is completed. You may not be able to
re-sell your Equity Shares at or above the Offer Price and could, as a result, lose all or part of your investment.
The price at which the Equity Shares will trade at after the Offer will be determined by the marketplace and
could be influenced by many factors, including:
• our financial condition, results of operations and cash flows;
• the history of and prospects for our business;
• an assessment of our management, our past and present operations and the prospects for as well
• as timing of our future revenues and cost structures;
• the valuation of publicly traded companies that are engaged in business activities similar to ours;
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial condition, including financial estimates by
• research analysts and investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint
• operations or capital commitments;
• announcements of significant claims or proceedings against us;
• new laws and government regulations that directly or indirectly affect our business;
• additions or departures of Key Managerial Personnel;
• changes in interest rates;
• fluctuations in stock market prices and volume; and
• general economic conditions.
The Indian stock markets have, from time to time, experienced significant price and volume fluctuations that
have affected market prices for the securities of Indian companies. As a result, investors in the Equity Shares
could experience a decrease in the value of the Equity Shares regardless of our financial condition, results
of operations and cash flows.
The Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance that
active trading in the Equity Shares will develop after the Offer, or if such trading develops that it will
continue. Investors may not be able to sell the Equity Shares at the quoted price if there is no active trading
in the Equity Shares.
62. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
63purchase in the Offer. The Equity Shares will be listed on the Stock Exchanges.
Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed
and trading in the Equity Shares may commence. The Allotment of Equity Shares in this Offer and the credit
of such Equity Shares to the applicant’s demat account with depository participant could take approximately
three Working Days from the Bid/ Offer Closing Date and trading in the Equity Shares upon receipt of final
listing and trading approvals from the Stock Exchanges is expected to commence within three Working Days
of the Bid/ Offer Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock
Exchanges. Any failure or delay in obtaining the approval or otherwise any delay in commencing trading in
the Equity Shares would restrict investors’ ability to dispose their Equity Shares. There can be no assurance
that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will
commence, within the time periods specified in this risk factor. We could also be required to pay interest at
the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made
to investors within the prescribed time periods.
63. We will not receive any proceeds from the Offer for Sale.
The Offer consists of a Fresh Issue and an Offer for Sale. The Promoter Selling Shareholders will be entitled
to the portion of the proceeds from the Offer for Sale in proportion of the Equity Shares offered by it as part
of the Offer for Sale. The expenses of the Promoter Selling Shareholders will, at the outset, be borne by our
Company and the Promoter Selling Shareholders will reimburse our Company for such expenses (inclusive
of taxes) incurred by our Company on behalf of the Promoter Selling Shareholders, in relation to the Offer
in the manner as prescribed under applicable law and in a manner as may be mutually agreed among our
Company and the Promoter Selling Shareholders. Our Company will not receive any proceeds from the Offer
for Sale. For more details, see “Objects of the Offer” on page 98.
64. QIBs and Non-Institutional Bidders 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 Retail Individual Bidders
are not permitted to withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders 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. Retail Individual Bidders can revise
their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date. While our
Company is required to complete all necessary formalities for listing and commencement of trading of the
Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including
Allotment pursuant to the Offer within 03 Working Days from the Bid/Offer Closing Date, events affecting
the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or
national monetary policy, financial, political or economic conditions, our business, results of operation, cash
flows or financial condition may arise between the date of submission of the Bid and Allotment. Our
Company may complete the Allotment of the Equity Shares even if such events occur, and such events limit
the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the
Equity Shares to decline on listing.
65. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the NSE and BSE. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that
it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition, any
adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds from
a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required for the
sale of Equity Shares may reduce the proceeds received by Equity Shareholders. For example, the exchange
rate between the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may
continue to fluctuate substantially in the future, which may have an adverse effect on the trading price of our
Equity Shares and returns on our Equity Shares, independent of our operating results.
66. There is no guarantee that our Equity Shares will be listed on BSE and NSE in a timely manner or at all.
64In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not
be granted until after certain actions have been completed in relation to this Offer and until Allotment of
Equity Shares pursuant to this Offer.
In accordance with current regulations and circulars issued of SEBI, our Equity Shares are required to be
listed on BSE and NSE within such time as mandated under UPI Circulars, subject to any change in the
prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will
commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals
may restrict your ability to dispose of your Equity Shares.
67. The requirements of being a listed company may strain our resources.
We are not a listed company and have historically not been subjected to the compliance requirements and
increased scrutiny of our affairs by shareholders, regulators and the public at large associated with being a
listed company. As a listed company, we will incur significant legal, accounting, corporate governance and
other expenses that we did not incur as an unlisted company. We will be subject to the Listing Regulations
which will require us to file audited annual and unaudited quarterly reports with respect to our business and
financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we
may not be able to readily determine and accordingly report any changes in our results of operations or cash
flows as promptly as other listed companies.
Further, as a listed company, we will be required to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of
daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, significant resources and management attention will
be required. As a result, our management’s attention may be diverted from our business concerns, which
may adversely affect our business, prospects, financial condition, results of operations and cash flows. In
addition, we may need to hire additional legal and accounting staff with appropriate experience and technical
accounting knowledge, but we cannot assure you that we will be able to do so in a timely and efficient
manner.
68. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our
Company may dilute your shareholding and sales of the Equity Shares by our major shareholders may
adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’
shareholdings in us. Any disposal of Equity Shares by our major shareholders or the perception that such
issuance or sales may occur, including to comply with the minimum public shareholding norms applicable
to listed companies in India may adversely affect the trading price of the Equity Shares, which may lead to
other adverse consequences including difficulty in raising capital through offering of the Equity Shares or
incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the
shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your
investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might
occur may also affect the market price of the Equity Shares.
69. Foreign investors are subject to foreign investment restrictions under Indian laws that may limit our
ability to attract foreign investors, which may have a material adverse impact on the market price of the
Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents
and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines
and reporting requirements specified by the RBI. For further details, see “Restrictions on Foreign Ownership
of Indian Securities” page 403. 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 prior approval of the
RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of
shares in India into foreign currency and repatriate that foreign currency from India will require a no
objection or a tax clearance certificate from the income tax authority. Further, in accordance with Press Note
No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, Government of India, investments where the
beneficial owner of the Equity Shares is situated in or is a citizen of a country which shares land border with
India, can only be made through the Government approval route, as prescribed in FDI Policy. These
65investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure
you that any required approval from the RBI or any other governmental agency can be obtained on any
particular terms or at all.
70. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws and regulations, unless specifically exempted, capital gains arising from the
sale of equity shares in an Indian company are generally taxable in India. Any capital gain exceeding
₹125,000, realised on the sale of listed equity shares on a recognised stock exchange, held for more than 12
months immediately preceding the date of transfer, will be subject to long term capital gains in India, at the
rate of 12.5% (plus applicable surcharge and cess). This beneficial rate is, among others, subject to payment
of Securities Transaction Tax (“STT”). Further, any gain realised on the sale of equity shares in an Indian
company held for more than 12 months, which are sold using any platform other than a recognised stock
exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Further,
any capital gains realised on the sale of listed equity shares held for a period of 12 months or less immediately
preceding the date of transfer will be subject to short term capital gains tax in India. Such gains will be
subject to tax at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid at the time
of sale of such shares. Otherwise, such gains will be taxed at the applicable rates. Capital gains arising from
the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from
taxation in India is provided under a treaty between India and the country of which the seller is resident.
Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents
of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale
of the Equity Shares. Similarly, any business income realised from the transfer of Equity Shares held as
trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident
seller.
The Government of India announced the union budget for Fiscal 2026, following which the Finance Bill,
2025 (“Finance Bill”) was introduced in the Lok Sabha on February 1, 2025. Subsequently, the Finance Bill
received the assent from the President of India and became the Finance Act, 2025, with effect from April 1,
2025 as amended by the Finance Act (No.2), (“Finance Act”). As per the Finance Act, in case of domestic
company, the rate of income-tax shall be 25% of the total income, if the total turnover or gross receipts of
the previous year 2023-24 does not exceed ₹ 400 crores and where the companies continue in Section 115BA
regime. In all other cases the rate of income-tax shall be 30% of the total income. However, domestic
companies also have an option to opt for taxation under section 115BAA of the Act on fulfilment of
conditions contained therein. The rate of income-tax rate is 22% under section 115BAA, having a surcharge
at 10% on such tax. Investors are advised to consult their own tax advisors and to carefully consider the
potential tax consequences of owning, investing or trading in the Equity Shares.
We cannot predict whether any amendments made pursuant to the Finance Act would have an adverse effect
on our business, results of operations, financial condition and cash flows. Unfavourable changes in or
interpretations of existing laws, rules and regulations, 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.
71. Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures,
such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock
Exchanges in order to enhance the integrity of the market and safeguard the interest of investors.
Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures
(“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges. These measures are in place
to enhance the integrity of the market and safeguard the interest of investors. The criteria for shortlisting any
security trading on the Stock Exchanges for ASM is based on objective criteria, which includes market based
parameters such as high low price variation, concentration of client accounts, close to close price variation,
market capitalization, average daily trading volume and its change, and average delivery percentage, among
others. Securities are subject to GSM when its price is not commensurate with the financial health and
fundamentals of the issuer. Specific parameters for GSM include net worth, net fixed assets, price to earnings
ratio, market capitalization and price to book value, among others. Factors within and beyond our control
may lead to our securities being subject to GSM or ASM. In the event our Equity Shares are subject to such
surveillance measures implemented by any of the Stock Exchanges, we may be subject to certain additional
restrictions in connection with trading of our Equity Shares such as limiting trading frequency (for example,
66trading either allowed once in a week or a month) or freezing of price on upper side of trading which may
have an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the
development of an active trading market for our Equity Shares.
External Risk Factors
72. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, financial condition, results of operations and cash flows.
The Indian economy and capital markets are influenced by economic, political and market conditions in
India and globally. We are incorporated in and currently functioning only in India and, as a result, are
dependent on prevailing economic conditions in India. Our results of operations are significantly affected by
factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence
our results of operations, may include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions
in India and scarcity of financing for our expansions;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighbouring countries;
• occurrence of natural or man-made disasters (such as hurricanes, typhoons, floods, earthquakes, tsunamis
and fires) which may cause us to suspend our operations;
• civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war may adversely affect
the Indian markets as well as result in a loss of business confidence in Indian companies;
• epidemics, pandemics or any other public health concerns in India or in countries in the region or
globally, including in India’s various neighbouring countries, such as the highly pathogenic H7N9, H5N1
and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 pandemic;
• any downgrading of India’s debt rating by a domestic or international rating agency;
• international business practices that may conflict with other customs or legal requirements to which we
are subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export
tariffs, increased regulations or capital investment requirements; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring additional
costs to do so.
While our results of operations may not necessarily track India’s economic growth figures, the Indian
economy’s performance nonetheless affects the environment in which we operate. Any slowdown or
perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely
affect our business, financial condition and results of operations, and the price of the Equity Shares.
73. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
and tax laws, may adversely affect our business, results of operations, financial condition, cash flows and
prospects.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations, financial
condition, cash flows and prospects, to the extent that we are unable to suitably respond to and comply with
any such changes in applicable law and policy. For instance, Government of India announced the union
budget for Fiscal 2026, following which the Finance Bill was introduced in the Lok Sabha on February 1,
2025. Subsequently, the Finance Bill received the assent from the President of India and became the Finance
Act. 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.
67Further, the GoI introduced new laws relating to social security, occupational safety, industrial relations and
wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health
and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019,
which consolidate, subsume and replace numerous existing central labour legislations, were to take effect
from April 1, 2021 (collectively, the “Labour Codes”). The GoI has deferred the effective date of
implementation of the respective Labour Codes, and they shall come into force from such dates as may be
notified. Different dates may also be appointed for the coming into force of different provisions of the Labour
Codes. While the rules for implementation under these codes have not been finalized, as an immediate
consequence, the coming into force of these codes could increase the financial burden on our Company,
which may adversely impact our profitability. For instance, under the Social Security Code, a new concept
of deemed remuneration has been introduced, such that where an employee receives more than half (or such
other percentage as may be notified by the Central Government) of their total remuneration in the form of
allowances and other amounts that are not included within the definition of wages under the Social Security
Code, the excess amount received shall be deemed as remuneration and accordingly be added to wages for
the purposes of the Social Security Code and the compulsory contribution to be made towards the employees’
provident fund.
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. We may incur increased costs and other burdens relating to compliance with new requirements,
which may also require significant management time and other resources, and any failure to comply may
adversely affect our business, results of operations, financial condition, cash flows and prospects.
Uncertainty in the application, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative
or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability
of our current business or restrict our ability to grow our business in the future.
74. Any downgrading of India’s debt rating by an international rating agency could have a negative effect on
our business and the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal
policy or a decline in India’s foreign exchange reserves, all which are beyond our control. Our borrowing
costs and our access to the debt capital markets depend significantly on the sovereign credit ratings of India.
Any adverse revisions to India’s credit ratings for domestic and overseas debt by international rating agencies
may adversely affect our ability to raise additional external financing, and the interest rates and other
commercial terms at which such additional financing is 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 the Equity Shares.
75. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA and the rules thereunder. Under foreign exchange regulations
currently in force in India, the transfer of shares between non-residents and residents are freely permitted
(subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be
transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of
the exceptions referred to above, then a prior regulatory approval will be required. Further, 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. 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.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which
has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial
68owner of the equity shares is situated in or is a citizen of a country which shares a land border with India,
can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy
dated October 15, 2020 and the FEMA Rules. We cannot assure you that any required approval from the
RBI or any other governmental agency can be obtained on any particular terms or conditions, or at all, or
that we will be able to continue to comply with all the conditions prescribed under the FEMA Rules.
76. Investors may have difficulty in enforcing foreign judgments against our Company or our management.
Our Company is incorporated under the laws of India and most of our Directors and key managerial personnel
reside in India. Further, certain of our assets, and the assets of our key managerial personnel and Directors,
may be located in India. As a result, it may be difficult to effect service of process outside India upon us and
our executive officers and Directors or to enforce judgments obtained in courts outside India against us or our
key managerial personnel and Directors, including judgments predicated upon the civil liability provisions of
the securities laws of jurisdictions outside India. India has reciprocal recognition and enforcement of
judgments in civil and commercial matters with only a limited number of jurisdictions, which includes the
United Kingdom, United Arab Emirates, Singapore and Hong Kong. In order to be enforceable, a judgment
from a jurisdiction with reciprocity must meet certain requirements of the Code of Civil Procedure, 1908
(“Civil Code”). The Civil Code only permits the enforcement of monetary decrees, not being in the nature of
any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from
jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in
execution in India. Therefore, a final judgment for the payment of money rendered by any court in a non-
reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-
reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a
jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India and
obtain a decree from an Indian court. However, the party in whose favour such final judgment is rendered may
bring a fresh suit in a competent court in India based on a final judgment that has been obtained in a non-
reciprocating territory within three years of obtaining such final judgment. Further, there are considerable
delays in the disposal of suits by Indian courts. It is unlikely that an Indian court would award damages on the
same basis or to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction
if the Indian court believed that the amount of damages awarded was excessive or inconsistent with public
policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to obtain
prior approval of the RBI to repatriate any amount recovered pursuant to the execution of the judgment.
69SECTION IV – INTRODUCTION
THE OFFER
The following table summarises the details of the Offer:
Equity Shares offered
Offer of Equity Shares (1) Up to [●] Equity Shares of ₹ 5/- each, aggregating up to ₹[●]
million
of which:
Fresh Issue(1) and (4) Up to [●] Equity Shares of ₹ 5/- each, aggregating up to ₹
2,950.00 million
Offer for Sale(2) Up to 6,000,000 Equity Shares of ₹ 5/- each, aggregating up to
₹[•] million
The Offer comprises of:
A) QIB Portion (3)(4)(6) Not more than [●] Equity Shares of ₹ 5/- each
of which:
a. Anchor Investor Portion Up to [●] Equity Shares of ₹ 5/- each
b. Net QIB Portion (assuming Anchor Investor Up to [●] Equity Shares of ₹ 5/- each
Portion is fully subscribed)
of which:
(a) Mutual Fund Portion (5% of the Net QIB Up to [●] Equity Shares of ₹ 5/- each
Portion)(5)
(b) Balance for all QIBs including Mutual Funds Up to [●] Equity Shares of ₹ 5/- each
B) Non-Institutional Portion (4)(6)(7) Not less than [●] Equity Shares of ₹ 5/- each
of which:
One-third of the Non-Institutional Portion available for Up to [●] Equity Shares of ₹ 5/- each
allocation to Bidders with an application size of more than
₹ 0.20 million and up to ₹1.00 million
Two-third of the Non-Institutional Portion available for Up to [●] Equity Shares of ₹ 5/- each
allocation to Bidders with an application size of more than
₹1.00 million
C) Retail Portion (4)(6) Not less than [●] Equity Shares of ₹ 5/- each
Pre and post Offer Equity Shares
Equity Shares outstanding prior to the Offer (as at the date 114,206,346 Equity Shares of face value of ₹ 5/- each
of this Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 5/- each
Utilisation of Net Proceeds See “Objects of the Offer” on page 98 for information about the
use of Net Proceeds from the Fresh Issue. Our Company will not
receive any proceeds from the Offer for Sale
Notes:
(1) The Offer has been authorised by a resolution passed by our Board of Directors at its meeting held on August 28, 2025 and the Fresh
Issue has been authorised by our Shareholders vide a special resolution passed at the Annual General Meeting held on August 30,
2025.
(2) Each of the Promoter Selling Shareholders, severally and not jointly, specifically confirms that its respective portion of the Offered
Shares are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the
Promoter Selling Shareholders has, severally and not jointly approved its respective portion inthe Offer for Sale as set forth below:
Name of the Promoter Selling Shareholder Offered Equity Shares Date of the consent letter to
participate in the Offer for Sale
Harsh Tiwari Up to 3,000,000 August 28, 2025
Vandana Tiwari Up to 3,000,000 August 28, 2025
The Promoter Selling Shareholders have specifically confirmed that the Offered Shares, have been held by them for a period of at least
one year prior to the filing of this Draft Red Herring Prospectus with SEBI, and are accordingly eligible for being offered for sale in
the Offer as required by the SEBI ICDR Regulations.
(3) Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of
the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB
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
70than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB
Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see
“Offer Procedure” and “Offer Structure” on pages 380 and 376.
(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of
our Company, in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable law. In
case of under-subscription in the Offer, the Equity Shares will be Allotted in the manner provided under “Terms of the Offer–Minimum
Subscription” beginning on page 374.
(5) Subject to valid Bids being received at, or above, the Offer Price.
(6) Further, (a) 1/3rd of the portion available to NIBs shall be reserved for applicants with application size of more than ₹ 0.02 million and
up to ₹ 1.00 million and (b) 2/3rd of the portion available to NIBs shall be reserved for applicants with application size of more than ₹
1.00 million. Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to
applicants in the other sub-category of NIBs. The allocation to each NIB shall not be less than the minimum NIB application size,
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 as per the SEBI ICDR Regulations. Allocation to Bidders in all categories, except Anchor Investors,
if any, Non-Institutional Bidders and Retail Individual Bidders, shall be made on a proportionate basis subject to valid Bids received
at or above the Offer Price. The allocation to each Non-Institutional Bidder and Retail Individual Bidder shall not be less than the
minimum Bid Lot, subject to availability of Equity Shares in the Non-Institutional Portion and the Retail Portion and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary
basis. For details, see “Offer Procedure” on page 380.
(7) SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not
rescinded by the SEBI ICDR Master Circular), has prescribed that all individual investors applying in initial public offerings, where
the application amount is up to ₹ 0.50 million, shall use UPI. Individual investors Bidding under the Non-Institutional Portion Bidding
for more than ₹ 0.20 million and up to ₹ 0.50 million, 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.
For details in relation to the terms of the Offer, see “Terms of the Offer” on page 369. For details, including in
relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure” on pages 376 and 380,
respectively.
71SUMMARY OF FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Consolidated Financial
Statements. The summary financial information presented below should be read in conjunction with ‘Restated
Consolidated Financial Statements’ and ‘Management’s Discussion and Analysis of Financial Condition and
Results of Operations’ beginning on pages 255 and 311, respectively.
[Remainder of this page has been intentionally kept blank]
72SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in million)
For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
ASSETS
Non-Current Assets
Property, Plant and Equipment 445.36 291.14 197.71
Right of use assets - 0.87 1.74
Capital Work-in-Progress 18.83 11.11 23.37
Financial Assets
Other Financial Assets 25.05 15.89 11.16
Current Assets
Inventories 238.52 163.85 140.67
Financial Assets
Investments 4.24 - -
Trade Receivables 525.67 319.19 235.83
Cash and Cash Equivalents 0.75 0.15 0.08
Bank Balances other than cash and cash equivalents 72.21 96.53 35.62
Other Financial Assets 3.98 4.47 2.44
Current Tax Asset (Net) - 1.18 1.06
Other Current Assets 31.68 53.88 36.77
Total Assets 1,366.29 958.26 686.45
EQUITY AND LIABILITIES
Equity
Equity Share Capital 5.14 5.14 5.14
Other Equity 584.59 383.85 278.29
Total Equity 589.73 388.99 283.43
Non-Controlling Interest - - -
Liabilities
Non-Current Liabilities
Financial Liabilities
Borrowings 65.77 44.83 38.94
Lease Liabilities - - 1.26
Provisions 4.33 3.20 3.10
Deferred Tax Liabilities (Net) 21.17 16.26 13.71
Current Liabilities
Financial Liabilities
Borrowings 194.95 110.02 73.46
Trade Payables due to
- Micro and Small Enterprises 30.29 25.95 22.00
- Other than Micro and Small Enterprises 416.12 329.45 207.52
Lease Liabilities - 1.26 1.04
Other Financial Liabilities 14.27 10.57 5.77
Provisions 0.91 0.91 0.91
Current Tax Liabilities (Net) 10.55 - -
Other Current Liabilities 18.20 26.82 35.31
Total Equity and Liabilities 1,366.29 958.26 686.45
73SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(₹ in million)
For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Income
Revenue from Operations 1,922.36 1,379.96 824.23
Other Income 6.35 4.40 2.36
Total Income 1,928.71 1,384.36 826.59
Expenses
Cost of material consumed 1,166.07 914.60 561.88
Change in inventories (5.54) (14.16) (24.87)
Employee benefit expenses 173.40 122.94 73.84
Finance cost 21.33 13.20 10.31
Depreciation and amortisation expense 31.17 22.23 17.76
Other expenses 274.01 185.39 118.24
Total Expenses 1,660.44 1,244.20 757.16
Restated Profit Before Tax 268.27 140.16 69.43
Tax Expense
Current Year 63.58 33.34 20.07
Deferred Tax Charge 4.69 2.22 (0.96)
Total Tax Expense 68.27 35.56 19.11
Profit for the Year 200.00 104.60 50.32
Restated Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Re-measurement of net defined benefit obligation 0.93 1.28 0.44
Income Tax related to above item (0.23) (0.32) (0.11)
Restated Total other Comprehensive Income 0.70 0.96 0.33
Restated Other Comprehensive Income attributed to:
(a) owner of the parent 0.70 0.96 0.33
(b) Non-controlling interest - - -
Restated Total Comprehensive Income for the year 200.70 105.56 50.65
Restated Profit / (Loss) attributed to:
(a) Owner 200.04 104.60 50.32
(b) Non-controlling interest (0.04) - -
Restated Total Comprehensive Income attributed to:
(a) Owner 200.74 105.56 50.65
(b) Non-controlling interest (0.04) - -
Earnings per Equity Share at face value of ₹ 5 each
Basic 1.75 0.92 0.44
Diluted 1.75 0.92 0.44
74SUMMARY OF RESTATED CONCOLIDATED CASH FLOW STATEMENT
(₹ in million)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
A. Cash Flow from Operating Activities:
Net Profit before tax 268.27 140.16 67.88
Adjustment for:
Depreciation and amortisation expense 31.17 22.23 17.76
Interest income (4.83) (3.06) (0.56)
Lease income (1.28) (1.14) (0.44)
Finance cost 21.33 13.20 10.31
Fair valuation of investments in mutual fund (0.24) - -
Foreign exchange fluctuation - (0.20) (0.44)
Operating cash flow before working capital changes 314.42 171.19 94.51
(Increase)/Decrease in trade receivables (206.48) (83.16) 36.16
(Increase)/Decrease in inventories (74.67) (23.18) (33.46)
(Increase)/Decrease in other financial assets 14.64 (67.79) (21.19)
(Increase)/Decrease in other current assets 22.23 (17.11) (22.82)
Increase / (Decrease) in trade payables 91.01 125.88 31.13
Increase / (Decrease) in other financial liabilities 4.07 4.80 (0.61)
Increase / (Decrease) in other current liabilities (7.27) (7.09) 4.83
Cash generated from/(used in) operations 157.95 103.54 88.55
Income tax paid (net) (51.84) (33.47) (20.03)
Net Cash Inflow / (Outflow) from Operating Activities 106.11 70.07 68.52
(A)
B. Cash Inflow/(Outflow) from Investing Activities
Sale/(Purchase) of property, plant and equipment including (192.24) (102.53) (43.77)
CWIP (net)
Lease income 1.28 1.14 0.56
Purchase of investments (4.00) - -
Interest Received 5.84 3.18 -
Net Cash Inflow / (Outflow) from Investing Activities (B) (189.12) (98.21) (43.21)
B. Cash Inflow / (Outflow) from Financing Activities
Proceeds/(repayment) of borrowings (net) 105.87 42.45 (14.82)
Interest Paid (20.95) (13.04) (9.64)
Payment of Lease Liability (1.31) (1.20) (1.08)
Net Cash Inflow / (Outflow) from Financing Activities 83.61 28.21 (25.54)
(C)
Net Changes in Cash and Cash Equivalents (A+B+C) 0.60 0.07 (0.24)
Cash and Cash Equivalents (Opening Balance) 0.15 0.08 0.31
Cash and Cash Equivalents (Closing Balance) 0.75 0.15 0.08
75GENERAL INFORMATION
Our Company was incorporated under the Companies Act, 1956 as a private limited company under the name and
style of ‘Cotec Healthcare Private Limited’ pursuant a certificate of incorporation dated December 22, 1998
issued by the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana. Pursuant to an order dated February
7, 2023 passed by the Regional Director, Northern Region, New Delhi, and pursuant to the resolutions passed by
our Board of Directors in its meeting held on October 25, 2022 and by the Shareholders in an extra-ordinary
general meeting held on November 21, 2022, the Registered Office of our Company was shifted from N.C.T. of
Delhi to the state of Uttarakhand. Subsequently, pursuant to resolutions passed by our Board of Directors in its
meeting held on May 19, 2025 and by our Shareholders in the extra-ordinary general meeting held on May 21,
2025, our Company was converted into a public limited company, consequent to which its name was changed to
‘Cotec Healthcare Limited’, and a fresh certificate of incorporation dated July 02, 2025, consequent to such
conversion was issued by the Registrar of Companies, Central Processing Centre.
Registered Office of our Company
The address and certain other details of our Registered Office is as follows:
Cotec Healthcare Limited
Kishanpur, Bhagwanpur, NH-74
Roorkee Dehradun Highway, Bhagwanpur
Haridwar, Roorkee – 247 661
Uttarakhand, India
Telephone: +91 133 223 2248
Facsimile: N.A.
For further details in respect of change in Registered Office of our Company, please refer to “History and Certain
Corporate Matters” on page 220.
Contact Details
E-mail: secretarial@cotec.in
Investor grievance id: grievance@cotec.in
Website: https://cotec.in/
Corporate identity number and registration number
Corporate Identity Number: U24232UT1998PLC016093
Registration Number: 016093
The Registrar of Companies
Our Company is registered with the RoC, which is situated at the following address:
Registrar of Companies, Uttarakhand
Mezzanine Floor 78, Rajpur Road
Office No. 259, Shri Radha Palace, Dehradun The Mall
Dehradun – 248 001, Uttarakhand, India
Our Board of Directors
The following table sets out the brief details of our Board as on the date of filing of this Draft Red Herring
Prospectus:
Name Designation DIN Address
Harsh Tiwari Chairman and Managing 00161597 32, Ganeshpur Roorkee, Bhagirathi Kunj,
Director Roorkee – 247 667, Haridwar,
Uttarakhand, India.
76Name Designation DIN Address
Niraj Kumar Shukla Whole-time Director 06798807 Tehsil Badalapur, Mureedpur, PO:
Badalapur Khurd, Jaunpur – 222 141,
Uttar Pradesh, India.
Ram Nivas Gupta Whole-time Director 08660402 House Number – A – 273, F, Sector – 11,
Ghaziabad – 201 009, Uttar Pradesh,
India.
Ashoka Kumar Singh Independent Director 11103922 E-247, Gaur Homes, Govindpuram,
Ghaziabad – 201 013, Uttar Pradesh,
India.
Dinesh Chandra Pandey Independent Director 02114434 3A/125, Azad Nagar, Near Azad Park,
Katarijiyora, Nawab Ganj, Kheora,
Kanpur – 208 002, Uttar Pradesh, India.
Rekha Pant Independent Director 11243962 64A Subash Nagar, Shafipur, Roorkee –
247 667, Uttarakhand, India.
For further details of our Board of Directors, see “Our Management – Board of Directors” on page 227.
Company Secretary and Compliance Officer
Jyoti Sachdeva is the Company Secretary and Compliance Officer of our Company. Her contact details are as
follows:
Kishanpur, Bhagwanpur, NH-74
Roorkee Dehradun Highway, Bhagwanpur
Haridwar, Roorkee – 247 661
Uttarakhand, India
Telephone: +91 120 408 3086
Facsimile: N.A.
E-mail: secretarial@cotec.in
Investor Grievances
Investors can contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances, such as 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) to whom the Bid cum Application Form was submitted.
The Bidder should give 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, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the
Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI
Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI
ID in case of UPI Bidders using the UPI Mechanism. Further, the Bidder shall also enclose a copy of the
Acknowledgment Slip or provide the acknowledgement number received from the Designated Intermediary(ies)
in addition to the 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. The Registrar to the Offer shall obtain the required information from the
SCSBs for addressing any clarifications or grievances of ASBA Bidders.
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 Book Running Lead Manager where the Anchor Investor Application Form was submitted by the Anchor
Investor.
77SEBI ICDR Master Circular through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022,
has prescribed that all individual investors applying in initial public offerings, 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.
Book Running Lead Manager
Pantomath Capital Advisors Private Limited
Pantomath Nucleus House, Saki Vihar Road
Andheri East, Mumbai – 400 072
Maharashtra, India
Telephone: 180 088 98711
Email: cotechealthcare.ipo@pantomathgroup.com
Investor grievance email: investors@pantomathgroup.com
Contact Person: Ashish Baid/ Ritu Agarwal
Website: www.pantomathgroup.com
SEBI Registration number: INM000012110
CIN: U64990MH2013PTC248061
Legal Counsel to our Company
T&S Law
14 and 15, Logix Technova
Block B, Sector 132, Noida – 201 304
Uttar Pradesh, India
Telephone: +91 120 666 1348
Facsimile: N.A.
Email: info@tandslaw.in
Contact Person: Sagarieeka
Statutory Auditors to our Company
Rajendar K. Kumar & Associates,
Chartered Accountants
57, Navyug Market,
Ghaziabad – 201 001,
Uttar Pradesh, India
Telephone: +91 981 107 7916
Website: N.A.
Contact Person: Rajendar Kumar
Membership No.: 071803
Email: rkkumar.ca@gmail.com
Firm Registration Number: 010142C
Peer Review Certificate Number: 016247
Registrar to the Offer
Kfin Technologies Limited
Selenium Tower B, Plot No. 31 and 32
Financial District, Nanakramguda
Serilingampally, Hyderabad – 500 032
Telangana, India
Telephone: +91 406 716 2222/ 180 0309 4001
Email: cotechealthcare.ipo@kfintech.com
Website: www.kfintech.com
Investor grievance email: einward.ris@kfintech.com
Contact Person: M. Murali Krishna
78SEBI registration number: INR000000221
CIN: L72400MH2017PLC444072
Syndicate Members
[●]
Banker(s) to the Offer
[●]
Escrow Collection Bank(s)
[●]
Public Offer Bank(s)
[●]
Refund Bank(s)
[●]
Sponsor Banks
[●]
Share Escrow Agent to the Offer
[●]
Bankers to our Company
HDFC Bank Limited
Ground Floor, Near Max Shopping Mall
Ranipur More, Haridwar, Uttarakhand
Telephone: +91 813 028 3537
Facsimile: N.A.
Website: www.hdfcbank.com
Email: amar.kumar8@hdfcbank.com
Contact Person: Amar Kumar
State Bank of India
SBI, SME SIB, Ghaziabad Branch
Ghaziabad – 201 001, Uttar Pradesh, India
Telephone: +91 882 679 7768
Facsimile: N.A.
Website: https://bank.sbi/
Email: sbi.09298@sbi.co.in
Contact Person: Sh. Mrigank Sharma
Changes in the auditors
There has been no change in the Auditors of our Company during the last three years.
79Designated Intermediaries
SCSBs and mobile applications enabled for UPI mechanism
The banks registered with the SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the
Bid Amount will be blocked by authorizing an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders,
a list of which is available on the website of SEBI at
sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated
from time to time.
Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps) whose
name appears on the SEBI website, in accordance with the SEBI ICDR Master Circular. A list of SCSBs and
mobile application, which, are live for applying in public issues using UPI mechanism is provided as Annexure
‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the
website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and
updated from time to time and at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process 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 (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from
time to time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
The list of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address,
telephone number and e-mail address, is provided on the websites of BSE and NSE at www.bseindia.com and
www.nseindia.com, respectively, 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 Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? And www.nseindia.com/products-services/initial-
publicofferings-asba-procedures, respectively, as updated from time to time and on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to
time.
CDPs
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? And on the website of NSE at
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated September 10, 2025 from Rajendar K. Kumar &
Associates, Chartered Accountants, to include their name as required under section 26 (5) of the Companies
Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditor, and in respect of (i) their examination report dated September 2, 2025 on our Restated Consolidated
Financial Statements; and (ii) their report dated September 10, 2025 on the Statement of Special Tax Benefits
in this Draft Red Herring Prospectus; and
80ii. Our Company has received written consent dated September 10, 2025 from Prateek Gupta & Company,
Chartered Accountants, independent chartered accountant, having firm registration number 016512C, and
holding a valid peer review certificate from the ICAI, to include their name as required under Section 26(5)
of the Companies Act, 2013 read with the SEBI ICDR Regulations in this Draft Red Herring Prospectus,
and as an “expert” as defined under Section 2(38) of the Companies Act with respect to the information in
certificates each dated September 10, 2025 and such consent has not been withdrawn as on the date of this
Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as
defined under the U.S. Securities Act.
iii. Our Company has received written consent dated July 29, 2025 from Mehta and Mehta, Company
Secretaries, holding a valid peer review certificate, to include their name in this Draft Red Herring Prospectus
and be named as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their
certificate dated June 21, 2025 issued by them in their capacity as an independent practicing company
secretary to our Company, in connection with the Offer and such consent has not been withdrawn as on the
date of this Draft Red Herring Prospectus.
iv. Our Company has received written consent dated September 5, 2025 from Rajiv Kumar Gupta, Chartered
Engineer, to include his name in this Draft Red Herring Prospectus and be named as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 in respect of his certificate dated September 5, 2025 in
connection with the Offer and such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. It
is clarified, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Monitoring Agency
Our Company will appoint a monitoring agency to monitor utilization of the Gross Proceeds, in accordance with
Regulation 41 of the SEBI ICDR Regulations, prior to the filing of the Red Herring Prospectus. For details in
relation to the proposed utilisation of the Net Proceeds, see “Objects of the Offer” on page 98.
Appraising Entity
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any agency.
For details, see “Risk Factors – Risk Factor 30 - Any variation in the utilization of the Net Proceeds shall be
subject to certain compliance requirements, including prior approval of the Shareholders of our Company” on
page 51.
Statement of inter-se allocation of responsibilities of the Book Running Lead Manager
Pantomath Capital Advisors Private Limited, being the sole Book Running Lead Manager will be responsible for
all the responsibilities related to co-ordination and other activities in relation to the Offer. Hence, a statement of
inter se allocation of responsibilities is not required.
Credit Rating
As this is an Offer of Equity Shares, there is no credit rating for the Offer.
IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Offer.
Debenture Trustees
As this is an offer of Equity Shares, no debenture trustee has been appointed for the Offer.
Green Shoe Option
No green shoe option is contemplated under the Offer.
81Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been filed electronically through the SEBI intermediary portal
at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and as specified in Regulation
25(8) of the SEBI ICDR Regulations and in accordance with the SEBI ICDR Master Circular. A copy of this Draft
Red Herring Prospectus will also be physically filed with the SEBI at the following address:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex Bandra (E)
Mumbai 400 051 Maharashtra, India.
Filing of the Red Herring Prospectus and the Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act shall be filed with the RoC and a copy of the Prospectus shall be filed with the
RoC under Section 26 of the Companies Act through the electronic portal at www.mca.gov.in. A copy of the
Prospectus will also be submitted with SEBI and Stock Exchanges, for information and record.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of the Red Herring Prospectus and the Bid cum Application Forms (and the Revision Forms) within the Price
Band, which will be decided by our Company, in consultation with the Book Running Lead Manager, will be
advertised in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a
widely circulated Hindi national daily newspaper, Hindi also being the regional language of Uttarakhand where
our Registered Office is located), at least two working days prior to the Bid/Offer Opening Date and shall be made
available to the Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price shall
be determined by our Company, in consultation with the Book Running Lead Manager after the Bid/Offer Closing
Date. For further details, see “Offer Procedure” on page 380.
All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the
SCSBs. In addition to this, the ASBA Bidders 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) in case of UPI Bidders, through the UPI Mechanism.
In terms of SEBI ICDR Regulations, QIBs and Non-Institutional Investors 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. Retail Individual Bidders can revise their Bid(s) during the Bid/Offer Period and withdraw their
Bid(s) until the Bid/ Offer Closing Date. Anchor Investors are not allowed to revise and/or withdraw their
Bids after the Anchor Investor Bidding Date. Except for Allocation to Retail Individual Bidders, Non-
Institutional Bidders and the Anchor Investors, allocation in the Offer will be on a proportionate basis
within the specified investor categories in accordance with Schedule XIII of the SEBI ICDR Regulations.
For further details on method and process of Bidding, see “Offer Structure” and “Offer Procedure” on pages
376 and 380, respectively.
Except for Allocation to RIBs, NIBs and Anchor Investors, allocation in the Offer will be on a proportionate basis.
Allocation to the Anchor Investors will be on a discretionary basis. For allocation to the Non-Institutional Bidders,
the following shall be followed:
a) One-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application
size of more than ₹200,000 and up to ₹1,000,000;
b) Two-thirds of the portion available to Non-Institutional Bidders shall be reserved for Bidders with
application size of more than ₹1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified under clauses (a) or (b), may be
allocated to Bidders in the other sub-category of Non-Institutional Bidders.
82Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Offer. In this regard, our Company has appointed the Book Running Lead Manager to manage this Offer
and procure Bids for this Offer.
Illustration of Book Building Process and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Offer” and
“Offer Procedure” on pages 380 and 369, respectively.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to
change from time to time and Bidders are advised to make their own judgment about investment through
this process prior to submitting a Bid in the Offer.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions
and the terms of the Offer.
Bidders should note that the offer is also subject to obtaining (i) final approval of the RoC after the Prospectus is
filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment within three Working Days of the Bid/Offer Closing Date or such other time period
as prescribed under applicable law.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company and the Promoter Selling Shareholders will enter into an Underwriting Agreement
with the Underwriters for the Equity Shares proposed to be issued through the Offer. It is proposed that pursuant
to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject
to certain conditions to closing, specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.)
Name, address, telephone number and e- Indicative number of Equity Amount
mail address of the Underwriters Shares of face value of ₹ 5/- Underwritten (₹ in million)
each to be underwritten
[●] [●] [●]
The above-mentioned is indicative underwriting and will be finalised after determination of Offer Price, Basis of
Allotment and actual allocation in accordance with provisions of Regulation 40(2) of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources
of the aforementioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered as merchant bankers with SEBI or registered as brokers with
the Stock Exchange(s). Our Board, at its meeting held on [●], has accepted and entered into the Underwriting
Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.
Notwithstanding the above table, each of the Underwriters shall be severally responsible for ensuring payment
with respect to the Equity Shares allocated to Bidders respectively procured by them in accordance with the
Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red
Herring Prospectus and will be executed after determination of the Offer Price and allocation of Equity Shares,
but prior to filing the Prospectus with the RoC.
83CAPITAL STRUCTURE
The Equity Share capital of our Company as on the date of this Draft Red Herring Prospectus and after giving
effect to the Offer is set forth below:
(₹ in million, except share data)
Aggregate value at face Aggregate value at
Particulars
value Offer Price*
A Authorized Share Capital(1)
200,000,000 Equity Shares of face value of ₹ 5/- each 1,000.00 -
B Issued, subscribed and paid-up share capital before the OFFER
114,206,346 Equity Shares of face value of ₹ 5/- each 571.03 -
C Proposed Offer in terms of this Draft Red Herring Prospectus
[●] Equity Shares of face value of ₹ 5/- each aggregating up to ₹ [•] [•]
[●] million
which includes:
Fresh Issue of up to [●] Equity Shares of face value ₹ 5/- each [•] [•]
aggregating up to ₹ 2,950.00 million(2)
Offer for sale by the Promoter Selling Shareholders of up to [•] [•]
6,000,000 Equity Shares of ₹ 5/- each at a price of ₹ [•] per Equity
Share aggregating to ₹ [•] million(3)
D Issued, subscribed and paid-up capital after the Offer
[•] Equity Shares of face value of ₹ 5/- each* [•] [•]
E Securities premium account
Before the Offer (as on date of this Draft Red Herring Prospectus) Nil
After the Offer [•]
*To be updated upon finalization of the Offer Price and Basis of Allotment.
(1)For details in relation to the changes in the authorised share capital of our Company in the ten years preceding the date of this Draft Red
Herring Prospectus, see ‘History and Certain Corporate Matters – Amendments to our Memorandum of Association’ on page 220.
(2)The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on August 28, 2025 and the Fresh Issue has
been approved by our Shareholders pursuant to a special resolution passed at their meeting held on August 30, 2025. Further, our Board
pursuant to its resolution dated August 28, 2025 has taken on record the consent letters each dated August 28, 2025 issued by the Promoter
Selling Shareholders, respectively consenting to participate in the Offer for Sale.
(3)Each of the Promoter Selling Shareholders, severally and not jointly, specifically confirms that its respective portion of the Offered Shares
are eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations or is otherwise eligible for
being offered for sale in the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization and
consent of the Promoter Selling Shareholders in relation to its Offered Shares, see “The Offer” and “Other Regulatory and Statutory
Disclosures” on pages 70 and 358, respectively.
Notes to the Capital Structure
1. Equity Share capital history of our Company
(a) The following table sets forth the history of the Equity Share capital of our Company:
Date of allotment Reason / No. of equity Face Issue Form of Cumulative Details of allottees
Nature of shares allotted value price per consideration No. of equity
allotment per equity shares
equity share (₹)
share
(₹)
On incorporation Subscription to 500 10 10 Cash 500 100 equity shares were
MoA allotted to Rajender Kumar
Tiwari, 100 equity shares
were allotted to Gyan Tiwari,
100 equity shares were
allotted to Nishith Rawat,
100 equity shares were
allotted to Shefali Rawat and
100 equity shares were
allotted to Harsh Tiwari.
September 1, 2001 Rights issue in 90,000^ 10 10 Cash 90,500 20,000 equity shares were
84Date of allotment Reason / No. of equity Face Issue Form of Cumulative Details of allottees
Nature of shares allotted value price per consideration No. of equity
allotment per equity shares
equity share (₹)
share
(₹)
the ratio of 200 allotted to Gyan Tiwari,
equity shares for 10,000 equity shares were
every 01 Equity allotted to Harsh Tiwari,
Share held as on 10,000 equity shares were
August 10, 2001. allotted to Nishith Rawat and
50,000 equity shares were
allotted to Rajender Kumar
Tiwari.
August 31, 2005* Rights issue in 53,680 10 25 Cash 144,180 40,680 equity shares were
the ratio of 10 allotted to Rajender Kumar
equity shares for Tiwari, 9,200 equity shares
every 16 equity were allotted to Gyan Tiwari,
shares held as on 3,200 equity shares were
July 11, 2005. allotted to Nishith Rawat and
600 equity shares were
allotted to Praveen Kumar.
March 15, 2007 Rights issue in 122,125 10 40 Cash 266,305 19,375 equity shares were
the ratio of 10 allotted to Gyan Tiwari,
equity shares for 7,750 equity shares were
every 11 equity allotted to Harsh Tiwari,
shares held as on 7,325 equity shares were
April 15, 2006. allotted to Harsh Tiwari
HUF, 11,375 equity shares
were allotted to Nishith
Rawat, 48,175 equity shares
were allotted to Rajendar
Kumar Tiwari, 7,125 equity
shares were allotted to R K
Tiwari HUF, 6,250 equity
shares were allotted to
Shefali Rawat and 14,750
equity shares were allotted to
Vandana Tiwari.
March 14, 2008 Rights issue in 33,350 10 40 Cash 299,655 2,500 equity shares were
the ratio of 01 allotted to Rajendar Kumar
Equity Share for Tiwari, 8,750 equity shares
every 7 equity were allotted to Gyan Tiwari,
shares held as on 10,850 equity shares were
March 15, 2007. allotted to Harsh Tiwari,
2,500 equity shares were
allotted to Harsh Tiwari
HUF, 2,500 equity shares
were allotted to R K Tiwari
HUF and 6,250 equity shares
were allotted to Vandana
Tiwari.
May 25, 2010 Rights issue in 42,125 10 40 Cash 341,780 19,750 equity shares were
the ratio of 01 allotted to Vandana Tiwari,
equity shares for 10,000 equity shares were
every 06 equity allotted to Shefali Rawat,
shares held as on 2,500 equity shares were
April 8, 2010. allotted to Nishith Rawat,
2,500 equity shares were
allotted to Arun Sarabhai and
7,375 equity shares were
allotted to Harsh Tiwari.
85Date of allotment Reason / No. of equity Face Issue Form of Cumulative Details of allottees
Nature of shares allotted value price per consideration No. of equity
allotment per equity shares
equity share (₹)
share
(₹)
July 3, 2010 Rights issue in 18,125 10 40 Cash 359,905 5,000 equity shares were
the ratio of 1 allotted to Vandana Tiwari,
equity shares for 1,250 equity shares were
every 18 equity allotted to Gaurav Kumar
shares held as on Gautam, 1,875 equity shares
May 25, 2010. were allotted to Nishith
Rawat, 5,000 equity shares
were allotted to Rajendar
Kumar Tiwari, 2,500 equity
shares were allotted to Harsh
Tiwari and 2,500 equity
shares were allotted to
Shivendar Singh Gautam.
February 7, 2011 Rights issue in 52,250 10 40 Cash 412,155 52,250 equity shares were
the ratio of 1 allotted to Rajendar Kumar
Equity Share for Tiwari.
every 06 equity
shares held as on
October 12,
2010.
February 29, 2012 Rights issue in 82,500 10 40 Cash 494,655 12,500 equity shares were
the ratio of 01 allotted to Harsh Tiwari and
equity shares for 70,000 equity shares were
every 04 equity allotted to Vandana Tiwari.
shares held as on
October 29,
2011.
October 25, 2019 Rights issue in 9,894 10 250 Cash 504,549 9,894 equity shares were
the ratio of 1 allotted to Harsh Tiwari.
equity shares for
every 49 equity
shares held as on
September 2,
2019.
November 26, 2019 Rights issue in 9,894 10 250 Cash 514,443 9,894 equity shares were
the ratio of 01 allotted to Harsh Tiwari.
Equity Share for
every 50 equity
shares held as on
October 24,
2019.
Pursuant to a resolution passed by our Board on August 14, 2025, and a resolution passed by our Shareholders on August 16, 2025, each
fully paid-up equity shares of our Company having face value of ₹10 were sub-divided into Equity Shares of face value of ₹ 5 each. Therefore,
the issued, subscribed and paid-up capital of our Company was sub-divided from 514,443 equity shares of face value of ₹10 each to 1,028,886
Equity Shares of face value of ₹ 5 each.
August 26, 2025 Bonus issue in 113,177,460 5 Nil N.A. 114,206,346 83,433,460 Equity Shares
the ratio of one were allotted to Harsh
hundred and ten Tiwari, 27,582,500 Equity
limited (110) Shares were allotted to
Equity Shares Vandana Tiwari, 2,135,100
for every one (1) Equity Shares were allotted
Equity Share to Harsh Tiwari HUF, 11,000
held as of Equity Shares were allotted
August 25, 2025 to Ananya Tiwari, 11,000
Equity Shares were allotted
to Suhriday Tiwari, 2,200
86Date of allotment Reason / No. of equity Face Issue Form of Cumulative Details of allottees
Nature of shares allotted value price per consideration No. of equity
allotment per equity shares
equity share (₹)
share
(₹)
Equity Shares were allotted
to Manmeet Singh Mehta and
2,200 Equity Shares were
allotted to Shashikanth
Naryana Rao.
*Form filing for the allotment of equity shares are not traceable. Accordingly, disclosures in relation to the change in our issued, subscribed and
paid-up share capital have been made in reliance of (i) board and shareholders’ resolutions approving the issuance and allotment of equity
shares, as applicable, (ii) share allotments register, (iii) annual returns of our Company; and (iv) certificate dated June 21, 2025 from Mehta &
Mehta, Company Secretaries. Please also see “Risk Factors – Risk Factor 25 - Certain of our corporate records and filings made by us are not
traceable or have certain discrepancies or have been filed with a delay. Further, our Company has inadvertently failed to make certain filings
with the RoC which may lead to penal action by the competent regulatory authority in relation to such discrepancies” on page 48.
^While, the minimum subscription requirement was met, however a portion of the Offer remained unsubscribed, such unsubscribed portion was
not allotted.
Our Company is in compliance with the Companies Act, 1956 and the Companies Act, 2013 with respect to issuance of Equity
Shares since inception till the date of filing of this Drat Red Herring Prospectus.
(b) Equity Shares issued for consideration other than cash or out of revaluation reserves
Our Company has not issued Equity Shares out of revaluation reserves.
Except as disclosed below our Company has not issued any Equity Shares for consideration other than cash.
Date of Reason / Nature of No. of Equity Face value Issue price Benefit accrued
Allotment allotment Shares per Equity per Equity to our Company
Share (₹) Share (₹)
August 26, 2025 Bonus issue approved by 113,177,460 5 Nil N.A.
the Board of Directors in
its meeting held on August
14, 2025 and the
Shareholders in their
meeting held on August
16, 2025 in the ratio of
(110) Equity Shares for
every one (1) Equity Share
held on August 25, 2025
For details in respect of the allottees, please refer to “Capital Structure - Notes to the Capital Structure - Equity Share capital history of our
Company” on page 84.
Equity Shares allotted in terms of any schemes of arrangement
Our Company has not allotted any equity shares in terms of any schemes of arrangement.
(c) Equity Shares allotted at a price lower than the Offer Price in the last year
Our Company has not issued any Equity Shares at a price which may be lower than the Offer Price, during
a period of one year preceding the date of this Draft Red Herring Prospectus.
2. As on the date of this Draft Red Herring Prospectus, our Company does not have any issued or outstanding
preference share capital.
3. Equity Shares issued pursuant to employee stock option scheme or a stock appreciation rights shceme
As on date of this Draft Red Herring Prospectus, our Company does not have any employee stock options
scheme or stock appreciation rights scheme.
874. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
Shareholdi Number of
ng as a % Number of Equity Shares
Number of Voting Rights held in each
assuming Locked in pledged or
class of securities
Shareholdi full Equity Shares otherwise
(IX) Number of
ng as a % conversion (XII) encumbered
Numbe Equity
Number of total of (XIII)
r of Total Shares Number of
of shares number of Number of voting rights Total convertible Numbe As a Numbe As a
Number of Partly number of Underlying Equity
Category of underlyin shares Class eg: Class Total as a securities r (a) % of r (a) % of
Categor Number of fully paid up paid- Equity Outstandin Shares held
Shareholde g (calculated Equity eg: % of (as a total total
y* Shareholde Equity up Shares held g in
r Depositor as per Shares Othe (A+B percentage Equit Equit
(I) rs (III) Shares held Equity (VII) convertible dematerializ
(II) y SCRR, rs + C) of diluted y y
(IV) Shares =(IV)+(V)+ securities ed form
Receipts 1957) Equity Share Share
held (VI) (including (XIV)
(VI) (VIII) As a Share s held s held
(V) Warrants)
% of capital) (b) (b)
(X)
(A+B+C2) (XI)=
(VII)+(X)
As a % of
(A+B+C2)
(A) Promoters 5 114,201,906 - - 114,201,906 99.99 114,201,906 - 114,201,906 99.99 - 99.99 - - - - 114,201,906
and
Promoter
Group
(B) Public 2 4,440 - - 4,440 0.01 4,440 - 4,440 0.01 - 0.01 - - - - 4,440
(C) Non - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C)(1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
(C)(2) Shares held - - - - - - - - - - - - - - - - -
by
Employee
Trusts
Total (A)+(B)+(C) 7 114,206,346 - - 114,206,346 100.00 100.00 - 114,206,346 100.0 - 100.00 - - - - 114,206,346
0
*All Equity Shares mentioned in the above table are of face value of ₹ 5 each.
885. Major shareholders
The list of our major Shareholders and the number of Equity Shares held by them is provided below:
a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company
as on the date of filing of this Draft Red Herring Prospectus are set forth below:
% of the
Number of Equity Shares of
S. No. Name of the Shareholders pre-Offer
face value of ₹ 5 each held
share capital
1. Harsh Tiwari 84,191,946 73.72
2. Vandana Tiwari 27,833,250 24.37
3. Harsh Tiwari HUF 2,154,510 1.89
Total 114,179,706 99.98
b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
ten days prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
% of the
Number of Equity Shares of
S. No. Name of the Shareholders pre-Offer
face value of ₹ 5 each held
share capital
1. Harsh Tiwari 84,191,946 73.72
2. Vandana Tiwari 27,833,250 24.37
3. Harsh Tiwari HUF 2,154,510 1.89
Total 114,179,706 99.98
c) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
one year prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Number of equity % of the pre-
S. No. Name of the Shareholders shares of face value of Offer share
₹ 10 each held* capital
1. Harsh Tiwari 3,79,243 73.72
2. Vandana Tiwari 125,375 24.37
3. Harsh Tiwari HUF 9,825 1.91
Total 514,443 100.00
d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
two years prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Number of equity % of the pre-
S. No. Name of the Shareholders shares of face value of Offer share
₹ 10 each held capital
1. Harsh Tiwari 333,843 64.89
2. Vandana Tiwari 125,375 24.37
3. Nishith Rawat 29,050 5.65
4. Shefali Rawat 16,350 3.18
5. Harsh Tiwari HUF 9,825 1.91
Total 514,443 100.00
6. Except for the issuance of Equity Shares pursuant to this Fresh Issue, there will be no further issue of Equity
Shares whether by way of a split or consolidation of the denomination of Equity Shares, or by way of further
issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly,
for Equity Shares), whether on a preferential basis, or further public issue of Equity Shares, or otherwise,
until the Equity Shares have been listed on the Stock Exchanges or all application moneys have been refunded
to the Anchor Investors, or the application moneys are unblocked in the ASBA Accounts on account of non-
listing, under-subscription etc., as the case may be.
7. Our Company may alter its capital structure within a period of six months from the Bid/Offer Opening Date,
by way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity
Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity
Shares), whether on a preferential basis, or by way of issue of bonus Equity Shares, or on a rights basis, or
89by way of further public issue of Equity Shares, or otherwise to finance an acquisition, merger or joint venture
or for regulatory compliance or such other scheme of arrangement or for acquiring assets or for business
purposes or any other purpose as the Board may deem fit, if an opportunity of such nature is determined by
its Board of Directors to be in the interest of our Company.
8. There are no outstanding options or stock appreciation rights or convertible securities, including any
outstanding warrants or rights to convert debentures, loans or other instruments convertible into our Equity
Shares as on the date of this Draft Red Herring Prospectus.
9. As on the date of this Draft Red Herring Prospectus, our Company has a total of seven (07) Shareholders.
10. Details of Shareholding of our Promoters and members of the Promoter Group in the Company
(i) Equity Shareholding of the Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters hold 112,025,196 Equity Shares of face
value of ₹ 5/- each, equivalent to 98.09% of the issued, subscribed and paid-up Equity Share capital of our
Company, as set forth in the table below:
S. No. Name of the Shareholder Pre-Offer Equity Share Capital Post-Offer Equity Share
Capital*
No. of Equity Shares of % of total No. of Equity % of total
face value of ₹ 5 each Share-holding Shares of Share-holding
face value of
₹ 5 each
Promoters
1. Harsh Tiwari 8,41,91,946 73.72 [●] [●]
2. Vandana Tiwari 2,78,33,250 24.37 [●] [●]
Total 112,025,196 98.09 [●] [●]
*Post-Offer Shareholding to be updated at the Prospectus stage to the extent not determinable at this stage.
(ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring
Prospectus.
(iii) Build-up of the Promoters’ shareholding in our Company
The build-up of the Equity shareholding of our Promoters since the incorporation of our Company is set
forth in the table below:
Date of Nature of No. of equity Nature of Face Issue Percentage Percentage
allotment/ transaction shares consideration value price/ of pre-Offer of post-
transfer/ per transfer Equity Offer
transmission Equity price Share Equity
Share per capital^ Share
(₹) Equity capital
Share
(₹)
Harsh Tiwari
On incorporation Subscription to 100 Cash 10 10 Negligible [•]
MoA
September 1, 2001 Rights issue in the 10,000 Cash 10 10 0.02 [•]
ratio of 200 equity
shares for every 01
Equity Share held
as on August 10,
2001.
March 15, 2007 Rights issue in the 7,750 Cash 10 40 0.01 [•]
ratio of 10 equity
shares for every 11
equity shares held
as on April 15,
2006.
90Date of Nature of No. of equity Nature of Face Issue Percentage Percentage
allotment/ transaction shares consideration value price/ of pre-Offer of post-
transfer/ per transfer Equity Offer
transmission Equity price Share Equity
Share per capital^ Share
(₹) Equity capital
Share
(₹)
March 14, 2008 Rights issue in the 10,850 Cash 10 40 0.02 [•]
ratio of 01 Equity
Share for every 7
equity shares held
as on March 15,
2007.
May 25, 2010 Rights issue in the 7,375 Cash 10 40 0.01 [•]
ratio of 01 equity
shares for every 06
equity shares held
as on April 8,
2010.
July 3, 2010 Rights issue in the 2,500 Cash 10 40 Negligible [•]
ratio of 1 equity
shares for every 18
equity shares held
as on May 25,
2010.
February 29, 2012 Rights issue in the 12,500 Cash 10 40 0.02 [•]
ratio of 01 equity
shares for every 04
equity shares held
as on October 29,
2011.
July 25, 2014 Transmission of 198,705 Consideration 10 N.A. 0.35 [•]
equity shares from other than
R.K.Tiwari Cash
March 14, 2016 Transfer of equity 2,500 Cash 10 10 Negligible [•]
shares from Arun
Sarabhai
March 14, 2016 Transfer of equity 600 Cash 10 10 Negligible [•]
shares from
Praveen Kumar
October 25, 2019 Rights issue in the 9,894 Cash 10 250 0.02 [•]
ratio of 1 equity
shares for every 49
equity shares held
as on September 2,
2019.
November 26, Rights issue in the 9,894 Cash 10 250 0.02 [•]
2019 ratio of 01 Equity
Share for every 50
equity shares held
as on October 24,
2019.
September 17, Transfer of equity 61,175 Consideration 10 N.A. 0.11 [•]
2020 shares by way of other than
Gift from Gyan cash
Tiwari.
June 18, 2024 Transfer of equity 16,350 Consideration 10 N.A. 0.03 [•]
shares by way of other than
Gift from Shefali cash
Tiwari Rawat.
91Date of Nature of No. of equity Nature of Face Issue Percentage Percentage
allotment/ transaction shares consideration value price/ of pre-Offer of post-
transfer/ per transfer Equity Offer
transmission Equity price Share Equity
Share per capital^ Share
(₹) Equity capital
Share
(₹)
June 18, 2024 Transfer of equity 29,050 Consideration 10 N.A. 0.05 [•]
shares by way of other than
Gift from Nishith cash
Rawat.
Pursuant to a resolution passed by our Board on August 14, 2025 and a resolution passed by our Shareholders on August
16, 2025, each fully paid-up equity shares of our Company having face value of ₹10 were sub-divided into Equity Shares of
face value of ₹ 5 each. Therefore, the number of equity shares held by Harsh Tiwari were increased from 379,243 equity
shares of face value of ₹ 10 each to 758,486 Equity Shares of face value of ₹ 5 each.
August 26, 2025 Bonus issue in the 83,433,460 Nil 5 N.A. 73.06 [•]
ratio of one
hundred and ten
limited (110)
Equity Shares for
every one (1)
Equity Share held
as of August 25,
2025
Total 84,191,946 73.72 [•]
^Adjusted for sub-division of equity shares
Date of Nature of No. of Nature of Face Issue Percentage Percentage
allotment/ transaction equity consideration value price/ of pre- of post-
transfer/ shares per transfer Offer Offer
transmission Equity price Equity Equity
Share per Share Share
(₹) Equity capital^ capital
Share
(₹)
Vandana Tiwari
March 15, Rights issue in 14,750 Cash 10 40 0.03 [•]
2007 the ratio of 10
equity shares
for every 11
equity shares
held as on April
15, 2006.
March 14, Rights issue in 6,250 Cash 10 40 0.01 [•]
2008 the ratio of 01
Equity Share
for every 7
equity shares
held as on
March 15,
2007.
May 25, 2010 Rights issue in 19,750 Cash 10 40 0.03 [•]
the ratio of 01
equity shares
for every 06
equity shares
held as on April
8, 2010.
July 3, 2010 Rights issue in 5,000 Cash 10 40 0.01 [•]
the ratio of 1
equity shares
for every 18
equity shares
held as on May
25, 2010.
92Date of Nature of No. of Nature of Face Issue Percentage Percentage
allotment/ transaction equity consideration value price/ of pre- of post-
transfer/ shares per transfer Offer Offer
transmission Equity price Equity Equity
Share per Share Share
(₹) Equity capital^ capital
Share
(₹)
February 29, Rights issue in 70,000 Cash 10 40 0.12 [•]
2012 the ratio of 01
equity shares
for every 04
equity shares
held as on
October 29,
2011.
September Transfer of 9,625 Consideration 10 N.A. 0.02 [•]
17, 2020 equity shares by other than
way of Gift cash
from R K
Tiwari HUF.
Pursuant to a resolution passed by our Board on August 14, 2025, and a resolution passed by our Shareholders on August
16, 2025, each fully paid-up equity shares of our Company having face value of ₹10 were sub-divided into Equity Shares
of face value of ₹ 5 each. Therefore, the number of equity shares held by Vandana Tiwari were increased from 125,375
equity shares of face value of ₹ 10 each to 250,750 Equity Shares of face value of ₹ 5 each.
August 26, Bonus issue in 27,582,500 Nil 5 N.A. 24.15 [•]
2025 the ratio of one
hundred and ten
limited (110)
Equity Shares
for every one
(1) Equity
Share held as of
August 25,
2025
Total 27,833,250 24.37 [•]
^Adjusted for sub-division of equity shares
(iv) All the Equity Shares of face value of ₹ 5/- each held by our Promoters were fully paid-up on the respective
dates of allotment or acquisition, as applicable, of such Equity Shares.
(v) As on the date of this Draft Red Herring Prospectus, none of the Equity Shares of face value of ₹ 5/- each
held by our Promoters are pledged.
(vi) Equity Shareholding of the Promoters (including our Promoter Selling Shareholders) and Promoter
Group
As on the date of this Draft Red Herring Prospectus, equity shareholding of our Promoters who are also the
Selling Shareholders and members of our Promoter Group has been provided below:
Sr. Name of the Shareholders Pre-Offer Post – Offer
No. Number of % of Pre-Offer Number of % of Post-
Equity Shares Equity Share Equity Offer
of face value Capital Shares of Equity
of ₹ 5/- each face value of Share
₹ 5/- each Capital*
Promoters (including our Promoter Selling Shareholders)
1. Harsh Tiwari 841,91,946 73.72 [●] [●]
2. Vandana Tiwari 278,33,250 24.37 [●] [●]
Total – A 112,025,196 98.09 [●] [●]
Promoter Group
3. Harsh Tiwari HUF 2,154,510 1.90 [●] [●]
4. Ananya Tiwari 11,100 Negligible [●] [●]
5. Suhriday Tiwari 11,100 Negligible [●] [●]
Total – B 2,176,710 1.90 [●] [●]
93Sr. Name of the Shareholders Pre-Offer Post – Offer
No. Number of % of Pre-Offer Number of % of Post-
Equity Shares Equity Share Equity Offer
of face value Capital Shares of Equity
of ₹ 5/- each face value of Share
₹ 5/- each Capital*
Total – C (A+B) 114,201,906 99.99 [●] [●]
*Post-Offer Shareholding to be updated at the Prospectus stage to the extent not determinable at this stage.
(vii) Except as disclosed below and in “– Build-up of the Promoters’ shareholding in our Company” on page 90,
none of the members of the Promoter Group, the Promoters, the Directors of our Company, nor any of their
respective relatives, as applicable, have purchased or sold any securities of our Company during the period
of six-months immediately preceding the date of this Draft Red Herring Prospectus:
Date of transfer Name of the Name of the Number of Face value Transfer
transferor transferee equity shares per Equity price per
transferred Share (₹) Equity Share
(₹)
April 25, 2025 Harsh Tiwari Ananya Tiwari 50 10 759.00
HUF Suhriday Tiwari 50 10 759.00
Manmeet Singh 10 10 759.00
Mehta
Shashikanth 10 10 759.00
Narayana Rao
(viii) There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors, or their relatives have financed the purchase by any other person of securities of our Company
during a period of six-months immediately preceding the date of this Draft Red Herring Prospectus.
11. Details of lock-in of Equity Shares
(i) Details of Promoters’ contribution locked in for three years
In accordance with the Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the
fully diluted post-Offer Equity Share capital of our Company held by our Promoters shall be locked in for a
period of three years, except for the Equity Shares offered by our Promoters pursuant to the Offer for Sale,
from the date of Allotment as minimum promoter’s contribution from the date of Allotment (“Minimum
Promoters’ Contribution”), and our Promoters’ shareholding in excess of 20% of the fully diluted post-
Offer Equity Share capital shall be locked in for a period of one year from the date of Allotment. As on the
date of this Draft Red Herring Prospectus, our Promoters hold 112,025,196 Equity Shares of face value of ₹
5/- each, equivalent to 98.09% of the issued, subscribed and paid-up Equity Share capital of our Company
on a fully diluted basis out of which [●] is eligible for Minimum Promoters’ Contribution.
Details of the Equity Shares to be locked-in for three years from the date of Allotment as Promoters’
Contribution are set forth in the table below:
Name of the Date of Nature of No. of Face Issue/ No. of Percentage Date up to
Promoters allotme transaction Equity Value acquisition Equity of the post- which the
nt of Shares of (₹) price per Shares Offer paid- Equity
the face Equity locked-in up capital Shares are
Equity value of ₹ Share (%)** subject to
Shares* 5/- each (₹) lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●]
*All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity Shares.
**Subject to finalisation of Basis of Allotment.
Note: The above details shall be filled in the Prospectus to be filed with the RoC.
Our Promoters have consented to include such number of Equity Shares held by it as may constitute 20% of
the fully diluted post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters
have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber, in any manner, the
Promoters’ Contribution from the date of filing this Draft Red Herring Prospectus, until the expiry of the
94lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as
may be permitted in accordance with the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In
this connection, we confirm the following:
1. The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired in the three
immediately preceding years (a) for consideration other than cash involving revaluation of assets or
capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares out of revaluation
reserves or unrealised profits of our Company or from a bonus issuance of Equity Shares against Equity
Shares, which are otherwise ineligible for computation of Promoters’ Contribution;
2. The Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being issued to the
public in the Offer;
3. Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have been issued
in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to
conversion from a partnership firm or a limited liability partnership firm; and
4. The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge.
(ii) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital held by
persons other than our Promoters will be locked-in for a period of six months from the date of Allotment in
the Offer, except for Offered Shares, and Equity Shares held by any other category of shareholders which are
exempted under Regulation 17 of the SEBI ICDR Regulations. Any unsubscribed portion of the Offer for
Sale will also be subject to the lock-in of 6 months from the date of Allotment.
Pursuant to the SEBI ICDR Regulations, the entire pre-Offer capital of our Company, other than Minimum
Promoter’s Contribution (which shall be locked-in in terms of Regulation 15 of the SEBI ICDR Regulations),
shall be locked-in for a period of 6 months from the date of Allotment, except for (i) the Equity Shares
transferred pursuant to the Offer for Sale; (ii) any Equity Shares held by a VCF or Category I AIF or Category
II AIF or FVCI, as applicable, provided that such Equity Shares shall be locked in for a period of at least 6
months from the date of purchase by such shareholders; and (iii) as otherwise permitted under the SEBI ICDR
Regulations. Further, any unsubscribed portion of the Offered Shares will also be locked in, as required under
the SEBI ICDR Regulations.
(iii) Lock-in of Equity Shares Allotted to Anchor Investors
Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the
following manner: (a) there shall be a lock-in of 30 days on 50% of the Equity Shares Allotted to each of the
Anchor Investors from the date of Allotment; and (b) a lock-in of 90 days on the remaining 50% of the
Equity Shares Allotted to each of the Anchor Investors from the date of Allotment.
(iv) Other requirements in respect of lock-in
(i) Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI
ICDR Regulations.
(ii) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository.
(iii) Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which
are locked-in, as mentioned above, may be pledged as collateral security for a loan with a scheduled
commercial bank, a public financial institution, Systemically Important Non-Banking Financial
Company or a deposit accepting housing finance company, subject to the following:
95(a) With respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge
of the Equity Shares must be one of the terms of the sanction of the loan.
(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for three years from the
date of Allotment, the loan must have been granted to our Company for the purpose of financing
one or more of the objects of the Offer, and such pledge of the Equity Shares must be one of the
terms of the sanction of the loan, which is not applicable in the context of this Offer.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above,
and the relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in
period has expired in terms of the SEBI ICDR Regulations.
(iv) In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and
locked-in in terms of Regulation 16 of the ICDR Regulations, may be transferred to any member of our
Promoter Group or a new promoter, subject to continuation of lock-in applicable with the transferee
for the remaining period and compliance with provisions of the Takeover Regulations.
(v) Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other
than our Promoters prior to the Offer and locked-in for a period of six months, may be transferred to
any other person holding Equity Shares which are locked in along with the Equity Shares proposed to
be transferred, subject to the continuation of the lock in with the transferee and compliance with the
provisions of the Takeover Regulations.
12. Our Company, our Promoters, our Directors and the BRLM have not entered into buyback arrangements and
/ or any other similar arrangements for the purchase of Equity Shares being issued through the Offer.
13. All Equity Shares are fully paid-up as on the date of this Draft Red Herring Prospectus.
14. As on the date of this Draft Red Herring Prospectus, the BRLM and its associates (determined as per the
definition of ‘associate company’ under the Companies Act, 2013 and as per definition of the term ‘associate’
under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any
Equity Shares of our Company. The BRLM and its 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.
15. We confirm that none of the investors of our Company are directly/indirectly related with Book Running
Lead Manager and their associates.
16. Except as disclosed in “Our Management” on page 227, none of our Directors or Key Managerial Personnel
and Senior Management of our Company hold any Equity Shares as on the date of this Draft Red Herring
Prospectus.
17. No person connected with the Offer, including, but not limited to, our Company, the members of the
Syndicate, our Promoters, including our Promoters, who are also the Selling Shareholders, the members of
our Promoter Group or our Directors, shall offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission
for services rendered in relation to the Offer.
18. As on date of this Draft Red Herring Prospectus, neither our Promoters nor the members of our Promoter
Group will participate in the Offer, except by way of participation of our Promoter as Selling Shareholders,
as applicable, in the Offer for Sale.
19. Our Company has not made any public issue or rights issue of any kind or class of securities, under the ambit
of SEBI ICDR Regulations, since its incorporation.
20. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of
filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock
Exchanges within 24 hours of such transactions.
21. Except for the proceeds that shall be received by our Promoters, who are also the Selling Shareholders,
pursuant to the Equity Shares offered by them pursuant to the Offer for Sale, our Promoters and members of
96our Promoter Group will not receive any proceeds from the Offer.
22. All Equity Shares offered through the Offer shall be made fully paid-up, if applicable, or may be forfeited for
non-payment of calls within twelve months from the date of allotment of Equity Shares.
23. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless
otherwise permitted by law.
24. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.
97SECTION V – PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue of up to [●] Equity Shares of ₹ 5/- each aggregating up to ₹ 2,950.00 million,
by our Company and an Offer for Sale of up to 6,000,000 Equity Shares aggregating up to ₹ [●] million by the
Promoter Selling Shareholders. For details, see “Summary of the Offer Document – Offer Size” and “The Offer”
beginning on pages 24 and 70, respectively.
Offer for Sale
Each of the Promoter Selling Shareholders will be entitled to its respective portion of the proceeds of the Offer
for Sale after deducting its proportion of the Offer expenses and relevant taxes thereon. Our Company will not
receive any proceeds from the Offer for Sale. The proceeds of the Offer for Sale will be received by the Promoter
Selling Shareholders and will not form part of the Net Proceeds. For details, see ‘- Offer related expenses’ on page
98. The Equity Shares offered for sale by the Promoter Selling Shareholders are eligible for being offered in the
Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations. The table below sets forth the details of
offer for sale by the Promoter Selling Shareholders.
S. No. Name of the Promoter Number of Equity Aggregate Number of Percentage of
Selling Shareholders Shares of face value proceeds Equity Shares of pre-offer Equity
of ₹ 5/- offered for from the face value of ₹ 5/- Share Capital
sale Offered held (%)
Shares*
(₹ in million)
1. Harsh Tiwari Up to 3,000,000 [●] 84,191,946 73.72
2. Vandana Tiwari Up to 3,000,000 [●] 27,833,250 24.37
*To be updated in the Prospectus following finalisation of Offer Price.
Object of the Fresh Issue
Our Company proposes to utilize the Net Proceeds from the Offer towards the following objects (Collectively,
herein referred to as the “Objects”/ “Objects of the Offer”):
1. Funding capital expenditure requirements for setting up a new project to enhance existing manufacturing
capacities and manufacture new products; and
2. General Corporate Purposes.
The main objects clause and objects incidental and ancillary to the main objects, as set out in the Memorandum
of Association of our Company, enables our Company to undertake (i) its existing business activities, and (ii) the
activities proposed to be funded from the Net Proceeds. Additionally, our Company expects to receive the benefits
of listing of the Equity Shares on the Stock Exchanges, including enhancement of our Company’s visibility, brand
image among our existing and potential customers and creation of a public market for our Equity Shares in India.
Net Proceeds
After deducting the Offer-related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh
Issue to be ₹ [●] million (“Net Proceeds”). The details of the Net Proceeds of the Offer are set out in the following
table:
(₹ in million)
Particulars Estimated amount(1)
Gross Proceeds from the Offer(1) Up to 2,950.00
(Less) Offer related expenses(2) [●]
Net Proceeds [●]
(1)To be finalized on determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(2)The Offer related expenses shall vary depending upon the final offer size and the allotment of Equity Shares. For details,
please see “Offer related expenses” on page 98 of this Draft Red Herring Prospectus.
Requirement of Funds and Utilization of Net Proceeds
98The Net Proceeds are proposed to be used in the manner set out in in the following table:
(₹ in million)
Sr. No. Particulars Estimated amount
1. Funding capital expenditure requirements for setting up a new project to enhance 2,262.49
existing manufacturing capacities and manufacture new products
2. General Corporate Purposes(1) [•]
(1)To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. In
compliance with Regulation 7(2) of the SEBI ICDR Regulations, the amount to be utilised for general corporate purposes
shall not exceed 25% of the Gross Proceeds.
Proposed Schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds in accordance with the estimated schedule of implementation and
deployment of funds set forth in the table below:
(₹ in million)
Total Estimated Estimated schedule of deployment
Sr. Estimated utilisation from of Net Proceeds
No.
Particulars
amount/ Net Proceeds(1)
Fiscal 2027 Fiscal 2028
expenditure
1. Funding capital expenditure 2,262.49 2,262.49 1,893.63 368.86
requirements for setting up a new
project to enhance existing
manufacturing capacities and
manufacture new products
2. General Corporate Purposes(1) [•] [•] [•] [•]
Total(1) [•] [•] [•] [•]
(1)To be finalized on determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. In compliance
with Regulation 7(2) of the SEBI ICDR Regulations, the amount to be utilised for general corporate purposes shall not exceed
25% of the Gross Proceeds.
In the event the estimated utilisation of the Net Proceeds are not completely utilised for the Objects during the
respective periods stated above due to factors including but not limited to (i) global or domestic economic or
business conditions; (ii) timely completion of the Offer; (iii) market conditions beyond the control of our
Company; (iv) rapid change in technology; and (v) any other commercial considerations, the balance Net Proceeds
shall be utilised (in part or full) in subsequent periods as may be determined by the Board of Directors of our
Company, in accordance with applicable laws. In the event of any increase in the actual utilization of funds
earmarked and allocated for the purposes set forth above, such additional funds for that particular activity will be
met by way of means available to us, including from internal accruals and any additional equity and/or debt
arrangements. Further, if the actual utilisation towards any of the Objects, as set out above, is lower than the
proposed deployment, such balance will be used towards general corporate purposes, provided that the total
amount to be utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds, in accordance
with the Regulation 7(2) of the SEBI ICDR Regulations. In case of a shortfall in raising requisite capital from the
Net Proceeds towards meeting the Objects, we may explore a range of options including utilizing our internal
accruals, any additional equity or debt arrangements or both. We believe that such alternate arrangements would
be available with our Company to fund any such shortfalls.
The above requirement of funds are based on our current business plan as approved by our Board of Directors
pursuant to their resolution dated September 10, 2025, internal management estimates based on the prevailing
market conditions, based on quotations obtained from various vendors and TEV Report issued by Dun &
Bradstreet. These funding requirements or deployments have not been appraised by any bank or financial
institution. We may have to revise our funding requirements and deployment from time to time on account of
various factors, such as change in costs, including due to inflation or increase in the rate of taxation, revision in
quotations at the time of actual expenditure, change in financial and market conditions, our management’s analysis
of economic trends and our business requirements, changes in technology, as well as general factors affecting our
results of operations, financial condition, business and strategy and interest/exchange rate fluctuations or other
external factors, which may not be within the control of our management. This may entail rescheduling (including
preponing the deployment of Net Proceeds) and revising the funding requirement for a particular Object or
increasing or decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion of
our management, subject to compliance with applicable law. If the actual utilisation towards any of the Objects is
lower than the proposed deployment, such balance will be used towards general corporate purposes, to the extent
99that the total amount to be utilised towards general corporate purposes is within the permissible limits in
accordance with the SEBI ICDR Regulations. See “Risk Factors – Risk Factor 30 - Any variation in the utilization
of the Net Proceeds shall be subject to certain compliance requirements, including prior approval of the
Shareholders of our Company” on page 51.
Means of finance
Our Company proposes to fund the entire requirements of the Objects from the Net Proceeds. Accordingly, the
requirements prescribed under Regulation 7(1)(e) and Paragraph 9(C)(1) of Part A of Schedule VI of the SEBI
ICDR Regulations which require firm arrangements of finance to be made through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised through the Issue and existing
identifiable internal accruals, is not applicable. In case of a shortfall in the Net Proceeds or any increase in the
actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including
utilizing our internal accruals or availing debt for capital expenditure.
Details of the Objects
The details of the Objects of the Offer are as set out below:
1. Funding capital expenditure requirements for setting up a new project to enhance existing manufacturing
capacities and manufacture new products.
We are the second-largest player in the contract development and manufacturing organization (“CDMO”)
industry in India in terms of number of dosage forms with capabilities across 24 distinct formulation types (among
peers assessed by F&S). (Source: F&S Report) As a CDMO, our offerings include formulation, loan licensing
and commercial manufacturing of off-patent products, including complex generics, in more complex delivery
forms such as modified and sustained release forms, for institutional and private customers. Our offerings include
a comprehensive range of products across various dosage forms including injectables, tablets, capsules, ointments,
eye drops, ampoules, vials, liquid and dry syrups, and infusions, among others. (Source: F&S Report) Our
Manufacturing Facility spread across an area of over 21,871.71 square meters situated at Roorkee (Uttarakhand),
with an aggregate installed capacity of 4,051.38 million units, as of March 31, 2025. It houses three Manufacturing
Units, which are compliant with ISO 9001:2015, ISO 14001:201 and ISO 45001:2018. Our SMETA audited
Manufacturing Units have also received GMP certifications from the Food Safety & Drugs Administration
Authority, Uttarakhand and GMP for medicines intended for sale in Philippines and Kenya.
Over the years, we have invested in expanding and upgrading our Manufacturing Units. During the Fiscals 2025,
2024, 2023, we added property, plant and equipment of ₹ 184.52 million, ₹ 114.79 million and ₹ 20.40 million,
respectively. In a strategic move to capitalise on the growing demand in the Indian pharmaceutical market, our
Company has expanded its third Manufacturing Unit with enhanced capabilities for beta-lactam and cephalosporin
products, by adding fresh capacity of 543.38 million units, thereby increasing the current installed capacity of our
Manufacturing Facility to 4,594.76 million units. The expansion was funded through internal accruals and
borrowings, and the facility commenced commercial production in Fiscal 2026.
Further, to tap the market of specialised products and cater to new geographies, we intend to expand our presence
and increase our manufacturing capacity, by establishing a new manufacturing unit with a total capacity of
12,007.89 million units, on an additional 9,085 square meter of industrial land adjacent to our existing
Manufacturing Facility. This unit will enable us to diversify our product portfolio by adding oncology products
in various dosage forms and enhancing the capacity of our existing products. The proposed manufacturing unit
will include a high-capacity OSD block, a dedicated oncology line, a comprehensive penicillin portfolio including
tablets, capsules, dry syrups, and injectables and an additional SVP manufacturing line. The unit will also feature
sterile manufacturing lines for ampoules, vials, dry powder injection and form–fill–seal (“FFS”) eye drops. Upon
commencement of commercial production in the proposed manufacturing unit, the aggregate installed capacity of
our Manufacturing Facility will increase to 16,602.65 million units. Our proposed manufacturing unit is being
designed in line with EU-GMP norms. Compliance with these standards will allow us to manufacture products
that meet the stringent quality, safety, and regulatory requirements prescribed for global markets. In particular,
this facility will enable us to target opportunities in highly regulated geographies such as Europe, and position us
to serve internationally recognised pharmaceutical manufacturers that demand adherence to such benchmarks.
Entry into these markets is expected to provide access to lucrative opportunities, with comparatively higher
margins and strategic customer relationships, thereby enhancing the overall growth and profitability of our
business. (“Proposed Project”).
100Oncology remains the largest and fastest-growing chronic therapy area and continues to escalate, with the global
incidence projected to increase by nearly 47% between 2020 and 2040, reaching approximately 28 million cases
annually. As a result, pharmaceutical demand will continue to be bolstered by the need for sustained treatment
regimens. The market is valued at USD 182.9 billion in 2024 and is projected to grow at a CAGR of 7.5%,
reaching USD 262.7 billion by 2029. Growth is driven by innovation in targeted therapies, immunotherapy, and
biologics, alongside a rising global cancer incidence. As a result, pharmaceutical demand will continue to be
bolstered by the need for sustained treatment regimens. (Source: F&S Report)
Following products are planned to be manufactured in the Proposed Project –
The project will include (i) Oral Solid Doasge (“OSD”) block with an annual capacity of 9,180.90 million general
tablet and 1,212.00 million general capsules, (ii) a dedicated oncology tablet line an annual capacity of 151.50
million units, (iii) a comprehensive penicillin portfolio including tablet, capsules, dry syrups and injectables with
a combined capacity of 1,284.72 million units (iv) sterile manufacturing line for 45.45 million ampoules, 60.60
million vials, 60.60 million DPI and 12.12 million eye drops.
In addition to the above, the total project cost will also include expenses proposed to be incurred towards setting
up of a quality control block, utilities and civil work.
The Proposed Project will help us increase diversifying our product portfolio, increase our profits and help us
position our Company in aligning with the emerging market demands for complex pharmaceutical products. For
further details, see section titled “Our Business – Our Business Strategies” on page 196.
Towards this objective, we propose to utilise an amount of up to ₹ 2,262.49 million of the Net Proceeds towards
funding the capital expenditure for setting up a new project to enhance existing manufacturing capacities and
manufacture new products. Our Board in its meeting dated September 10, 2025 approved the proposed objects of
the Offer and the respective amounts proposed to be utilized from the Net Proceeds for each Object.
Total Estimated Cost of the Proposed Project
For the Proposed Project, we require amounts for (i) civil and building, (ii) plant and machinery; (iii) utilities and
(iv) contingency. For the Proposed Project, we intend to utilize ₹ 2,262.49 million from the Net Proceeds to fund
the Proposed Project. We have received quotations from various suppliers for the capital expenditure required to
establish the manufacturing unit and undertaking the associated work and are yet to place any orders or enter into
definitive agreements for purchase of such equipment.
The break-down of the total estimated costs for the Proposed Project is as set out in the table below:
Sr. No. Particulars Total estimated costs Amount proposed to be funded
from the Net Proceeds
1. Land - -
2. Civil & Building 380.20 380.20
3. Plant and Machinery 1,362.89 1,362.89
4. Utilities 313.72 313.72
5. Contingency 205.68 205.68
Total estimated cost 2,262.49* 2,262.49
*Total estimated cost as per the TEV Report dated September 9, 2025.
As certified by our Statutory Auditors by way of their certificate dated September 10, 2025.
Details of Cost of Proposed Project
Land
The proposed manufacturing facility shall be set up on an additional 9,085 square meter of industrial land adjacent
to our existing Manufacturing Facility, situated at Khasra numbers 444 Mi, 433 Gh, 433 K and 433 Kh, village
Kishanpur Jamalpur Mustahkam, Pargana Bhagwanpur, Roorkee – 247 667, Haridwar, Uttarakhand, India. Our
Company has entered into a lease agreement dated April 18, 2025 with our Promoters, in respect of the said
property, for the purpose of setting up the proposed manufacturing unit. Further, our Company has now entered
into an agreement for sale dated June 24, 2025 with our Promoters, Harsh Tiwari and Vandana Tiwari for
101purchase of the aforementioned land parcels for an amount of ₹ 65.00 million, out of which an amount of ₹ 30.00
million has been paid as advance and the balance amount of ₹ 35.00 million will be paid at the time of registration
of sale deed.
Civil and Building
The total cost for civil construction of our EU-GMP compliant facility, comprises cost towards construction of
high-capacity OSD block, a dedicated oncology line, an additional SVP manufacturing line, and utilities with a
total built up area of approximately 20,040 square meters. The total cost is estimated to be ₹ 380.20 million. A
break up of the costs associated with the construction of the building and the civil work are as set out in the table
below:
Sr. No. Particulars Amount (₹ in million) Date of quotation Vailidity from the date
of quotations
1 Makin Developers Private Limited 380.20 July 19, 2025 January 31, 2026
Total 380.20
102Plant and Machinery
The estimated cost for purchase of plant and machinery are set out in the table below:
Sr. No. Particulars Quantity Supplier Total Date of Validity from
(in (₹ in Quotation* the Date of
Nos.)** Million)(1) Quotation
Oral Solid Dosage
1 Granulation Line
- Vibro Shifter, Rapid Mixer Granulator, Dry Co Mill, 20 Bectochem Loedige Process Technology 50.09 July 23, 2025 December, 2025
Paste Kettle, Fluid Bed Dryer, Blender, FBD Scrubber Private Limited
- Dust Extractor 2 Saimach Pharmatech Private Limited 0.76 July 10, 2025 January, 2026
2 Granulation Line
- Vibro Shifter, Rapid Mixer Granulator, Dry Co Mill, 24 Saimach Pharmatech Private Limited 57.08 July 10, 2025 January, 2026
Paste Kettle, Fluid Bed Dryer, Blender, FBD Scrubber,
Powder transfer system, Dust Extractor
3 Compression
- Compression Machine 8 Cadmach Machinery Company Private Limited 120.99 May 8, 2025, 240 days,
May 29, 2025 January, 2026
- Single Sided Rotary Tableting Machine, Roll compactor 52 Saimach Pharmatech Private Limited 23.17 July 10, 2025, January, 2026,
machine, Dust Extractor, Metal Detector July 29, 2025, January, 2026,
July 11, 2025 6 months
- Weighting balance 8 Arihant Traders 0.16 July 11, 2025 6 months
4 Capsule Filling 2 Captech Systems 7.93 July 27, 2025 6 months
5 Blending Area
- Fluid Bed Dryer, Blender, Shifter, MultiMill 5 Bectochem Loedige Process Technology 10.30 July 23, 2025 December, 2025
Private Limited
6 Coating
- Autocoater, Colloid Mill, Pneumatic stirrer with load cell 12 Saimach Pharmatech Private Limited 42.48 July 10, 2025, January, 2026,
July 29, 2025 January, 2026
7 Primary Packaging
- Blister Packaging 8 Elmach Packages (India) Pvt. Ltd. 41.54 July 30, 2025 6 months
- Strip Packing Machine 2 Satellite Engineers 1.43 July 22, 2025 6 months
- NFD system on Satellite strip pack 2 A.S.Automations 1.12 July 23, 2025 6 months
- Pinhole detection system for Strip Packing Machine 2 Jeckson Vision Private Limited 1.06 July 11, 2025 6 months
- Alualu Machine, Cartoning Machine 5 ACG Pam Pharma Technologies Pvt. Ltd. 66.56 July 15, 2025 180 days
- Check weigher machine, Visual Inspection systems with 24 Ratmas systems 20.71 July 12, 2025 8 months
conveyor for Packing Line
103Sr. No. Particulars Quantity Supplier Total Date of Validity from
(in (₹ in Quotation* the Date of
Nos.)** Million)(1) Quotation
- Form Fill & Seal Machine 2 Uflex Limited 3.49 May 23, 2025 December 31,
2025
8 Secondary Packaging
- Conveyor Belts - 8 feet 11 Shree Sai Nath Engineering Works 0.78 May 23, 2025 January, 2026
- H.S.A jet CBF systems Set Coding & Marking Systems 1 Condot System Pvt. Ltd. 2.00 May 23, 2025 January, 2026
- Carton Sealing Machine 11 Signode India Limited 2.60 July 24, 2025 6 months
- Weighing balances - 60 Kg 11 Weight Solution & Company 0.16 July 29, 2025 6 months
- Pallet Truck, Plastic Pallet 70 Mat Safe & Service 0.36 July 10, 2025, January, 2026,
July 28, 2025 January, 2026
9 In Process Quality Assurance
- Disintegration Test apparatus, Friability Test apparatus, 16 Veego Instruments Corporation 2.58 August 28, 2025 January, 2026
Vacuum leak test apparatus, Digital Hardness tester
- Weight Balance 15 Arihant Traders 0.79 July 11, 2025 6 months
10 Clean Room Panel 1 Synergy Thrislington 72.51 July 27, 2025 6 months
Oncology
1 Oral Solid Dosage
- Sampling and dispensing isolator, IPQC, Shifter, Rapid 34 JSC Mech Fab LLP 47.75 July 12, 2025 6 months
Mixer Granulator, VTD, Milling and shifting, inspection,
strip packaging, capsule filling, tablet compression, tablet
coating, blister packaging, CIP system, FBD, Blender,
Mobile Type lifter, SBV Valve
2 Compression machine 1 Cadmach Machinery Company Private Limited 4.72 July 29, 2025 January, 2026
3 Capsule Filling 1 Captech Systems 3.19 July 23, 2025 January 31, 2026
4 Clean Room 1 lot Synergy Thrislington 40.61 July 21, 2025 6 months
Penicillin
1 Granulation Line
- Shifter, Rapid Mixer Granulator, Multi Mill, Fluid Bed 17 Bectochem Loedige Process Technology 23.57 July 23, 2025 December, 2025
Dryer, Blender, Vacuum Tray Dryer, Validation turnover Private Limited
package & IQ& OQ
- Roll Compactor 1 Saimach Pharmatech Private Limited 0.87 July 10, 2025 January, 2026
2 Blending Area
- Vacuum Tray Dryer, Blender, Shifter, Multi Mill, 6 Bectochem Loedige Process Technology 13.39 July 23, 2025 December, 2025
Validation turnover package & IQ& OQ Private Limited
3 Compression
- Compression Machine 2 Cadmach Machinery Company Private Limited 22.05 May 8, 2025, 240 days,
May 29, 2025 January, 2026
- Tablet De-dusting, dust extractor, metal detector 16 Saimach Pharmatech Private Limited 7.94 July 29, 2025 January, 2026
4 Compression
104Sr. No. Particulars Quantity Supplier Total Date of Validity from
(in (₹ in Quotation* the Date of
Nos.)** Million)(1) Quotation
- Autocoater, Colloid Mill, Pneumatic stirrer with load cell 3 Bectochem Loedige Process Technology 19.49 July 23, 2025 December, 2025
Private Limited
5 Primary Packaging
- Blister Packing Machine with Camera & pin hole 1 Elmach Packages (India) Pvt. Ltd. 4.72 July 30, 2025 6 months
detector
- BQS with Camera & pin hole detector, Cartoning 5 ACG Pam Pharma Technologies Pvt. Ltd. 43.53 July 15, 2025, 180 days
Machine Model July 29, 2025
- Strip Packing Machine - 10/12 track 2 Satellite Engineers 1.43 July 22, 2025 6 months
- NFD system on Satellite strip pack 2 A.S. Automations 1.12 July 23, 2025 6 months
- Pinhole Detection System For Strip 2 Jekson Vision Private Limited 1.06 July 11, 2025 6 months
- Balance 10 Arihant Traders 0.31 July 11, 2025 6 months
- Balance with printer 2 Weight solution & company 0.03 July 25, 2025 6 months
- Conveyor belt 3 Shri Sai Nath Enginerering Works 0.21 July 23, 2025 January, 2026
- BOPP tapping machine, strapping machine 4 Signode India Limited 1.15 July 24, 2025 6 months
6 In Process Quality Assurance
- Disintegration Test apparatus, Friability Test apparatus, 6 Veego Instruments Corporation 0.98 August 2, 2025 January, 2026
Vacuum leak test apparatus, Digital Hardness tester
7 Dry Syrup Line
- Automatic Air jet air and vacuum cleaning machine, Turn 10 Parth Engineering & Consultant 7.65 July 12, 2025 January, 2026
Table, Rotary Volumetric with Dry Syrup filling screw
capping machine, Check weigher, Induction cap Sealing
Thermal Inspection Machine, Inspection Conveyor, rotary
type Measuring Cup Placement Machine, Labelling
Machine, Packing Conveyor Belt
- Induction Cap Sealing Thermal Inspection Machine 1 Ratmas Systems 1.36 May 26, 2025 8 months
- Conveyor belt 1 Shri Sai Nath Enginerering Works 0.11 May 23, 2025 January, 2026
- Balance 4 Arihant Traders 0.27 July 11, 2025 6 months
8 Capsule Filling 2 Captech Systems 7.93 July 23, 2025 January 31, 2026
9 Dry Powder Injection
- Pneumatic Tray Loading with Glass Pre-Inspection, Fix 11 N.K.P. Pharma Private Limited 32.1 July 17, 2025 January, 2026
and Swing Conveyor, Rotary Vial Washing Machine ,
Sterlising & Depyrogenating Tunnel, Injectable Dry Powder
Filling with Rubber Stoppering Machine, Swing Conveyor,
Vial Sealing, Washing Machine and Inspection, Labelling
Machine, Packing conveyor
- Conveyor belt 1 Shri Sai Nath Enginerering Works 0.07 May 23, 2025 January, 2026
- Closure Processor 1 Machinfabrik Industries Private Limited 6.27 July 12, 2025 180 days
- Liquid particle counter 1 Swan Enviro-Analytical Private Limited 2.61 July 25, 2025 January, 2026
- Weighing balance 200 gm 1 Arihant Traders 0.02 July 11, 2025 6 months
105Sr. No. Particulars Quantity Supplier Total Date of Validity from
(in (₹ in Quotation* the Date of
Nos.)** Million)(1) Quotation
10 Clean room panel 1 lot Synergy Thrislington 33.87 July 29, 2025 6 months
Small Volume Parenteral
1 Ampoule, Vial and FSS Respule
- Mfg. vessel with Load Cell 3 TSA Process Equipments Private Limited 40.60 July 29, 2025 6 months
- Ampoule and Vial Washing, External Washing m/c & 10 Truking Technology Limited 194.07 July 23, 2025 6 months
drying, Sterilization & Depyrogenation tunnel, Vial Filling
and sealing, Visual Inspection
- Labelling Machine, Inkjet Printer 6 S.R. Automation 2.28 July 26, 2025 6 months
- Terminal Steam Sterlizer 1200x1200x1200 1 Machinfabrik Industries Private Limited 6.96 July 12, 2025 180 days
- De-dusting tunnel 1 Syluxa Infra Private Limited 1.24 July 29, 2025 6 months
- Online particle counter - 5 sensor 1 Swan Enviro-Analytical Private Limited 2.61 July 25, 2025 January, 2026
- FFS Respule machine – 27 1 SteriMax India Private Limited 36.76 May 23, 2025 January 1, 2026
- Conveyor belt 2 Shri Sai Nath Enginerering Works 0.22 May 23, 2025 January, 2026
- Blister packing m/c 3015 400 2 Elmach Packages (India) Private Limited 14.04 July 30, 2025 6 months
- Closure Processor - 750 ltrs 1 Machinfabrik Industries Private Limited 4.96 July 12, 2025 180 days
- Weigh Balance 1.5 kg 5 Arihant Traders 0.05 July 11, 2025 6 months
2 Dry Powder Injection
- Vial Washing, Sterilization & depyrogenation tunnel, 7 N.K.P. Pharma Private Limited 32.10 July 17, 2025 January, 2026
filling machine, sealing machine, external washer, vial
inspection machine, labelling machine
- Conveyor belt - 12 feet 1 Shri Sai Nath Enginerering Works 0.11 May 23, 2025 January, 2026
- Closure Processor - 1200 ltrs 2 Machinfabrik Industries Private Limited 16.47 July 12, 2025 180 days
- Online particle counter 1 Swan Enviro-Analytical Private Limited 2.61 July 25, 2025 January, 2026
3 Clean Room Panel 1 lot Synergy Thrislington 36.08 July 21, 2025 6 months
Quality Control Lab
1 HPLC 1 Agilent Technologies India Private Limited 55.70 July 31, 2025 January 30, 2026
2 Electronic Digital Micrometre with printer, Muffle furnace, 41 Amkay Technocraft 2.83 May 24, 2025 January, 2026
Hot plate, Safety Shower Eye wash, Fuming Hood,
Filtration Vacuum Assembly, Scuff Tester, Vernier caliper,
pin hole tester, Heating Block, Hot air oven, Fogger, Ultra
Sonicator with chiller Model, Bursting Strength Tester
Model, Digital colony counter, Antibiotic zone reader, Bio
safety cabinet, Refrigerator
3 Air Sampler (40 LTR) 2 Bhaskar Brothers 0.68 July 22, 2025 January, 2026
4 Laminar Air Flow, Dynamic Pass box 16 Dyna Filters Private Limited 5.24 July 24, 2025 6 months
5 KARL Fisher Tiltrotor 1 Electrolab (India) Private Limited 0.49 July 31, 2025 January 31, 2026
6 Leak test Apparatus with printer , Water Bath, Polari 17 LabIndia Analytical Instruments Private 4.21 July 16, 2025 January 30, 2026
meter, Disintegration Test, Vortex Mixer, Water Bath, Limited August 01, 2025
Dissolution Test Apparatus
106Sr. No. Particulars Quantity Supplier Total Date of Validity from
(in (₹ in Quotation* the Date of
Nos.)** Million)(1) Quotation
7 Horizontal & Vertical Autoclave 2 Lifecraft Engineering (India) Private Limited 3.10 July 19, 2025 6 months
8 Milli Q Water Purification System 2 Merck Life Science Private Limited 1.37 July 21, 2025 January 31, 2026
9 Anaerobic jar and Vacuum Pump 4 Nature'S Health & Hygiene Products 0.08 July 21, 2025 6 months
10 HPLC Column Washing Machine, Ultra Sonicator without 4 PCI Analytical Private Limited 0.58 July 22, 2025 January, 2026
chiller
11 Magnetic Stirrer, Stopwatch, Vacuum oven, IR Moisture 27 Rupali Laboratories 3.07 August 01, 2025 January, 2026
Balance with print facility, PH Meter, Conductivity Meter,
Re-fractometer, Bulk Density Apparatus, Digital Analytical
Balance, Digital Weighing Balance
12 Perkin Elmer Spectrum Two FTIR with Diamond ATR, 4 Spectralytic Scientific India Private Limited 11.12 July 21, 2025 January 21, 2026
GC System
13 Liquid Borne Particular Counter, TOC Analyser 3 Swan Enviro Analytical Private Limited 6.87 August 01, 2025 January, 2026
14 Incubator 6 Thermolab Scientific Equipments Private 2.47 July 18, 2025 6 months
Limited
15 UV Spectrophotometer 2 Toshvin Analytical Private Limited 1.89 July 16, 2025 January, 2026
16 Modular Lab Furniture ATX224R 1 Job Varpar International Private Limited 7.71 August 14, 2025 January 31, 2026
17 Testing Apparatus 8 Veego Instruments Corporation 3.27 August 02, 2025 January, 2026
Total 1,362.89
(1)The amount included in the quotation are inclusive of GST and may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw materials, increase in taxes/
duties levied by governmental authorities and other incremental charges. In case of an increase in quoted amount due to a price revision, our Company will bear the difference out of internal
accruals.
* Multiple line items forming part of these quotations have been consolidated for ease of presentation.
** Represents the sum of absolute value of quantities.
Utilities
The estimated cost toward utilities is set out in the table below:
Quantity Total Validity from
Date of
Sr. No. Particulars (in Supplier (₹ in the Date of
Quotation*
Nos.)** Million) (1) Quotation
Purified water generation & distribution system and WFI
1 5 TSA Process Equipment Private Limited 44.00 July 29, 2025 6 months
distribution system
Lifecraft Engineering (India) Private May 24, 2025,
2 Multi Effect Distillation Plant, Pure Steam Generator 6 15.17 6 months
Limited April 03, 2025
3 Transformer 1 Pooja Electrotech Private Limited 4.31 12-07-2025 January, 2026
4 VCB 1 Powerline Infra (P) Limited 0.40 May 27, 2025 January, 2026
107Quantity Total Validity from
Date of
Sr. No. Particulars (in Supplier (₹ in the Date of
Quotation*
Nos.)** Million) (1) Quotation
December 25,
5 DG Set - 630 KVA 5 Gainwell Commosales Private Limited 41.95 June 04, 2025
2025
6 Complete Electrification Work 1 Job Shilpam Power Control 40.87 May 27, 2025 6 months
7 Compressed Air System for 90 KW Screw Air Compressor 5 Kaeser Compressors (India) Private Limited 11.93 July 12, 2025 January, 2026
8 Modular Aluminium piping System 1 lot KK Techno Solutions 9.55 July 31, 2025 6 months
9 Nitrogen Plant 1 PSA Nitrogen Limited 4.67 July 23, 2025 January, 2026
10 BMS System for HVAC with DP, Temp, RH & AHU Operation 1 lot Radix Electrosystems Private Limited 17.33 July 23, 2025 180 days
Air Handling Unit, Batch printing area, Water Cooled VFD Screw
11 Chiller, Cooling Tower, Primary Chilled Water Pump with 207 Integrated Cooling solutions Private Limited 123.54 July 26, 2025 January, 2026
Control Panel
Total 313.72
(1)The amount included in the quotation are inclusive of GST and may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw materials, increase in taxes/
duties levied by governmental authorities and other incremental charges. In case of an increase in quoted amount due to a price revision, our Company will bear the difference out of internal
accruals.
*Multiple line items forming part of these quotations have been consolidated for ease of presentation.
** Represents the sum of absolute value of quantities.
108Contingency Funds
A contingency provision is included in the total of civil and building, plant and machinery and utilities together
to cover the cost of unforeseen items. This contingency provision does not provide for any forward escalation and
exchange rate variation. The contingency amount for the Proposed Project is ₹ 205.68 million.
Certain confirmations
All quotations received from the above suppliers are valid as on the date of this Draft Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of the above suppliers which have provided
quotations and there can be no assurance that the abovementioned suppliers would be engaged to eventually
supply the machinery or that the abovementioned machinery would be purchased at the specified costs. Therefore,
there may be revision in the final amounts payable towards these quotations pursuant to any taxes or levies payable
on such item. Additionally, there may be also changes in the costs due to factors outside of our control, including
changes in price of materials required or machinery and equipment, changes in market conditions, competitive
environment, inflation, technological changes, changing customer preferences, interest or exchange rate
fluctuations and changes in regulations or government policies.
The quantity of machinery to be purchased is based on the estimates of our Company’s management. Accordingly,
the number of units of each machine proposed to be purchased may be varied based on the availability,
technological improvements, commercial and logistics, specifications of the machinery or negotiations with the
relevant vendors.
No second-hand or used equipment is proposed to be purchased out of the Net Proceeds. No land is proposed to
be acquired from the Net Proceeds.
Our Promoters, Directors, Key Managerial Personnel and Senior Management do not have any interest in the
construction of building and civil works as well as procurement and installation of plant and
machinery/equipments, or in the entities from whom we have obtained quotations in relation to such
activities.
Statutory Approvals
As on the date of this Draft Red Herring Prospectus, we have not commenced the civil and construction work in
relation to the Proposed Project, except ground levelling work. We have obtained following statutory approvals
from governmental authorities at this stage of the Proposed Project, and we will apply for all other approvals that
we may require at future relevant stages. For details, please see section titled “Risk Factors- Risk Factor 20 - Our
Company may not be able to obtain, renew or maintain our statutory and regulatory permits and approvals
required to operate our businesses on time or at all. Any failure to obtain, maintain or renew the required
approvals, licenses, registrations or permits, may adversely affect our operations” on page 46 of this Draft Red
Herring Prospectus.
License Name Issuing Authority Stage of approval required Status of approval
Factory License Labour Department, UK Prior to commencement of operation To be applied
Building Approval Department of Labour, Prior to commencement of To be applied
Inspectorate of Factories construction
Certificate for Usage of Labour Department, UK Prior to commencement of operation To be applied
Boiler
Provisional Consent to UEPPCCB Prior to commencement of Received
Establish construction
Electricity approval State Discom Prior to commencement of To be applied
construction
Water Approval CGWA Prior to commencement of To be applied
construction
Consent to Operate UPCB Prior to commencement of operation To be applied
Raw material
The key raw materials for the Proposed Project in the project include active pharmaceutical ingredient (APIs),
excipients and primary packaging materials. The raw material will be sourced from existing suppliers of our
Company, besides exploring new suppliers and sources of raw material.
109Utilities
Power: As per the TEV Report, the Proposed Project will have estimated connected power load of about 4,000-
4,500 KW which is proposed be sourced from 4,000 KVA transformer and vacuum circuit breaker and 630 KVA
DG System, which shall be purchased by our Company.
Water: As per the TEV Report, the estimated fresh water requirement of 50-60 KLPD will be sourced from a
borewell at site which would provide water for construction as well as for operations.
Manpower: As per the TEV Report, the manpower is estimated at 1,000 personnel which is adequate to support
the operations of the project.
TEV Report
The Company has availed TEV Report dated September 9, 2025 from Dun & Bradstreet Information Services
(India) Private Limited to conduct the techno economic viability study for setting up the Proposed Project. The
TEV Report covers technical aspects, economic aspects and financial aspects of the Proposed Project. The TEV
report has been relied upon to undertake the objects of the proposed Offer and the proceeds being raised by the
Company. As per the TEV report, Dun & Bradstreet Information Services (India) Private Limited is of the opinion
that the project is technically feasible and commercially viable.
Bridge Loan
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. However, our Company may
draw down such amounts, as may be required from lenders, to finance the proposed capital expenditure
requirements. Any amount that is drawn down from the lenders during this period to finance proposed capital
expenditure requirements will be repaid from the Net Proceeds of the Offer.
Schedule of Implementation
Sr. No Particulars Date/ Expected Date of Expected date of completion*
commencement*
1. Land Acquisition Completed Completed
2. Site Development January, 2026 March, 2026
3. Approvals and clearances January, 2026 June, 2027
4. Building and Civil Works April, 2026 March, 2027
5. Ordering of Plant and Machinery April, 2026 March, 2027
6. Receipt of Plant and Machinery April, 2026 March, 2027
7. Erection of Plant and Machinery April, 2026 March, 2027
8. Trail Runs and Commissioning March, 2027 June, 2027
9. Commercial Production July, 2027 July, 2027
*As per the TEV Report dated September 9, 2025.
The schedule of implementation provided above is indicative and our management may need to revise the schedule
based on subsequent events or operational requirements at its discretion, subject to compliance with applicable
law.
Our Company shall have the flexibility to deploy the net proceeds as per the internal estimates of our management
and business requirements. For details, see “Risk Factors – Risk Factor 30 - Any variation in the utilization of the
Net Proceeds shall be subject to certain compliance requirements, including prior approval of the Shareholders
of our Company” on page 51.
2. General Corporate Purposes
We expect to utilize ₹ [●] million of the Net Proceeds towards general corporate purposes which shall not exceed
25% of the Gross Proceeds.
110Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The general corporate purposes for which our Company proposes to utilize Net Proceeds include (i)
meeting fund requirements which our Company may face in the ordinary course of business; (ii) strengthening
marketing capabilities; (iii) meeting ongoing general corporate contingencies; (iv) business requirements of our
Company in the ordinary course of business towards rent, administration expenses, upgrading our technology and
maintenance, payment to creditors and advisory services; (v) servicing of borrowings including payment of
interest; and (vi) any other purpose as may be approved by the Board or a duly appointed committee from time to
time, subject to compliance with the necessary provisions of the Companies Act, 2013, and any other purpose as
may be approved by our Board or a duly appointed committee from time to time, subject to compliance with
applicable laws.
The quantum of utilization of funds towards each of the above purposes will be determined by our Board, based
on the amount actually available under this head and the business requirements of our Company and other relevant
considerations, from time to time. Our Company’s management, in accordance with the policies of our Board,
shall have flexibility in utilizing surplus amounts, if any. In addition to the above, our Company may utilize the
balance Net Proceeds towards any other expenditure considered expedient and as approved periodically by our
Board or a duly appointed committee thereof, subject to compliance with applicable law.
Offer Related Expenses
Other than (I) (a) listing fees, (b) stamp duty payable on issue of Equity Shares pursuant to Fresh Issue, (c) audit
fees (other than arising solely from the Offer), (d) fees in relation to marketing and advertising (other than arising
solely in relation to the Offer) which will be solely borne by our Company, and (II); all costs, charges, fees and
expenses with respect to the Offer (including all applicable taxes except securities transaction tax, which shall be
solely borne by the Promoter Selling Shareholders), including corporate advertisements in relation to the Offer
(as mutually agreed between our Company and the Promoter Selling Shareholders), issue advertising, printing,
road show expenses, accommodation and travel expenses, registrar fees and broker fees (including fees for
procuring of applications), bank charges, fees and expenses of the syndicate members, SCSBs, sponsor bank and
other consultants and advisors, stamp, registration, costs for execution and enforcement of the Transactions
Agreements, fees to be paid to the BRLM, fees and expenses of legal counsel to our Company, fees and expenses
of the auditors arising solely in relation to the Offer, shall be shared among our Company and the Promoter Selling
Shareholders, on a pro rata basis, in proportion to the number of Equity Shares issued and Allotted by our
Company through the Fresh Issue and the Equity Shares transferred and sold by each of the Promoter Selling
Shareholders through the Offer for Sale, in accordance with Applicable Law. All expenses relating to the Offer
shall be made by our Company in the first instance, and the Promoter Selling Shareholders agree that they shall,
severally and not jointly, reimburse our Company in proportion to their respective proportion of the respective
portion of the Offered Shares, for any expenses incurred by our Company on behalf of such Promoter Selling
Shareholders, in accordance with Applicable Laws.
The total expenses of the Offer are estimated to be approximately ₹ [●] million. The expenses of the Offer include,
amongst others, listing fees, selling commission and brokerage, fees payable to the BRLM, fees payable to legal
counsel, fees payable to the Registrar to the Offer, Bankers to the Offer, processing fee to the SCSBs for
processing ASBA Forms, brokerage and selling commission payable to members of the Syndicate, Registered
Brokers, Collecting RTAs and CDPs, fees payable to the sponsor bank for bids made by UPI bidders, printing and
stationery expenses, advertising and marketing expenses, auditor’s fees and all other incidental and miscellaneous
expenses for listing and trading of the Equity Shares on the Stock Exchanges.
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 our Company and the Promoter
Selling Shareholders on pro rata basis, in proportion to the number of Equity Shares issued and Allotted by our
Company through the Fresh Issue and the Equity Shares trasnsferred and sold by each of the Promoter Selling
Shareholders through the Offer for Sale.
The estimated Offer expenses are as under:
111Expenses* Estimated As a % of the As a % of the
expenses (₹ total Gross
in estimated Proceeds**
millio n)** Offer
expenses**
Fixed fees payable to Book Running Lead Manager [●] [●] [●]
Underwriting /Selling Commission to the Book Running Lead [●] [●] [●]
Manager
Commission/processing fee for SCSBs, Sponsor Bank(s) and fees [●] [●] [●]
payable to sponsor bank(s) for bids made by RIBs, Bankers to the
Offer(s), Brokerage and Syndicate Fees, bidding charges for Members
of the Syndicate, Registered Brokers, RTAs and CDPs(1)(2)(3)(4)(5)
Fees payable to the Registrar to the Offer [●] [●] [●]
O thers expenses including but not limited to:
Listing fees, SEBI filing fees, upload fees, BSE and SE processing [●] [●] [●]
fees, book building software fees and other regulatory expenses
Printing and distribution of stationery [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees payable to legal counsel [●] [●] [●]
Fees payable to other advisors to the Offer, including but not limited [●] [●] [●]
to Statutory Auditors, industry service provider and Chartered
Engineer; and
Miscellaneous expenses [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
*Offer expenses exclude taxes, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus with the RoC,
Offer expenses are estimates and are subject to change.
**Amounts and Amounts as a % of Gross Proceeds will be finalised and incorporated in the Offer Document on determination of the Offer
Price excluding applicable taxes, where applicable.
(1)Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and, Non-Institutional Bidders, which are directly
procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Bidders [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. No additional uploading/ processing fees shall
be payable by our Company and the Promoter Selling Shareholders to the SCSBs on the applications directly procured by them. The Selling
commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE.
(2) Processing fees payable to the SCSBs of ₹ [●] per valid application (plus applicable taxes) for processing the Bid cum Application for
the portion of Retail Individual Bidders and Non‐Institutional Bidders which are procured by the Syndicate Member/ Sub‐Syndicate Members/
Registered Brokers / RTAs / CDPs and submitted to SCSBs for blocking. In case the total ASBA processing charges payable to SCSBs exceeds
₹ [●]million the amount payable to SCSBs would be proportionately distributed based on the number of valid applications such that the total
ASBA processing charges payable does not exceed ₹ [●] million.
Portion for Retail Individual Bidders ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ [●] per valid application (plus applicable taxes)
(3)For Syndicate (including their Sub‐Syndicate Members), RTAs and CDPs, Brokerages, selling commission and processing/uploading
charges on the portion for Retail Individual Bidders (using the UPI mechanism) and portion for Non‐Institutional Bidders which are procured
by members of Syndicate (including their Sub‐Syndicate Members), RTAs and CDPs or for using 3‐in-1 type accounts‐linked online trading,
demat and bank account provided by some of the brokers which are members of Syndicate (including their Sub‐Syndicate Members) would be
as follows:
Portion for Retail Individual Bidders* [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate/ Sub‐Syndicate Members will be determined on the basis of the application form number/
series, provided that the application is also bid by the respective Syndicate/ Sub‐Syndicate Member. For clarification, if a Syndicate ASBA
application on the application form number/ series of a Syndicate/ Sub‐Syndicate Member, is bid by an SCSB, the selling commission will be
payable to the SCSB and not the Syndicate/ Sub‐Syndicate Member.
The payment of selling commission payable to the sub‐brokers/ agents of Sub‐Syndicate Members are to be handled directly by the respective
Sub‐Syndicate Member.
The Selling commission payable to the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book
of BSE or NSE.
112(4) Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI mechanism, would be as follows:
Members of ₹ [●] per valid application (plus applicable taxes)*
Syndicate/RTAs/CDPs/Registered
Brokers
Sponsor Bank(s) ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
The Sponsor Bank shall be responsible for making payments to the third parties such as remitter
bank, NCPI and such other parties as required
in connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement
and other applicable laws
* In case the total uploading charges payable under this head exceeds ₹ [●] million, the amount payable would be proportionately distributed
based on the number of valid applications such that the total processing charges payable does not exceed ₹ [●] million.
(5)Uploading charges of ₹ [●] valid applications (plus applicable taxes) are applicable only in case of Bid uploaded by the members of the
Syndicate, Registered Brokers, RTAs and CDPs: (a) for applications made by Retail Individual Bidders using 3‐in‐1 type accounts; and (b)
for Non‐Institutional Bids using Syndicate ASBA mechanism / using 3‐in‐1 type accounts. (In case the total processing charges payable under
this head exceeds ₹ [●] million, the amount payable would be proportionately distributed based on the number of valid applications such that
the total processing charges payable does not exceed ₹ [●] million.)
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after a written confirmation on compliance with SEBI ICDR Master Circular read 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, 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 issued by the SEBI (to the extent not rescinded by the SEBI ICDR Master Circular
in relation to the SEBI ICDR Regulations), is provided by such banks.
The Offer expenses shall be payable in accordance with the arrangements or agreements entered into by our
Company with the respective Designated Intermediary.
Appraising Agency
None of the Objects require appraisal from, or have been appraised by, any bank/ financial institution/ any other
agency, in accordance with applicable law.
Interim Use of Net proceeds
We, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the
Net Proceeds. Pending utilization of the Net Proceeds for the Objects of the Offer, our Company shall deposit the
funds only in Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934.
In accordance the Companies Act, 2013, our Company confirms that, pending utilisation of the proceeds of the
Offer as described above, it shall not use the funds from the Net Proceeds for buying, trading or otherwise dealing
in shares of any other listed company or for any investment in the equity markets.
Deployment of Funds and Source of Funds
As on date of this Draft Red Herring Prospectus, our Company has not deployed any funds towards the Objects
of the Offer.
Monitoring Utilization of Funds
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company will appoint a monitoring agency to
monitor the utilisation of the Gross Proceeds, including the proceeds proposed to be utilised towards general
corporate purposes, prior to filing of the Red Herring Prospectus with the RoC. Our Audit Committee and the
Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency shall submit
the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such time as
the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring
Agency on receipt before the Audit Committee without any delay. Our Company will disclose and continue to
disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for
such fiscal periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other
applicable laws or regulations, clearly specifying the purposes for which the Gross Proceeds have been utilised,
till the time any part of the Fresh Issue proceeds remains unutilised. Our Company will also, in its balance sheet
for the applicable fiscal periods, provide details, if any, in relation to all such Gross Proceeds that have not been
utilised, if any, of such currently unutilised Net Proceeds. Additionally, our Company shall, for the purpose of
113issuance of quarterly report by the monitoring agency, provide item-by-item description for all the expense heads
under each object of the Offer and include deployment of Offer proceeds under various expense heads in the notes
to accounts of the quarterly financial reports issued by us. We shall also provide details/ information/ certifications
obtained from our Statutory Auditors on the utilization of the Net Proceeds to the monitoring agency.
Pursuant to Regulation 18(3) and Regulation 32(3) of the SEBI Listing Regulations, our Company shall on a
quarterly basis disclose to the Audit Committee the uses and application of the Gross Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. Our Company shall, on
an annual basis, prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring
Prospectus and place it before our Audit Committee. Such disclosure shall be made only until such time that all
the Gross Proceeds have been utilised in full. The statement shall be certified by the Statutory Auditor and such
certification shall be provided to the Monitoring Agency. Further, in accordance with Regulation 32 of the SEBI
Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating
(i) deviations, if any, in the utilisation of the Gross Proceeds from the objects of the Offer as stated above; and (ii)
details of category wise variations in the utilisation of the Gross Proceeds from the objects of the Offer as stated
above.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary
the objects of the Offer without our Company being authorised to do so by the Shareholders by way of a special
resolution and such variation will be in accordance with the applicable laws including the Companies Act 2013
and the SEBI ICDR Regulations. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (the “Notice”) shall specify the prescribed details, including justification for such variation
and be published and placed on website of our Company, in accordance with the Companies Act, 2013, read with
relevant rules. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the objects, subject to the provisions of the Companies Act
2013 and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in
accordance with the Companies Act 2013 and the SEBI ICDR Regulations.
Other Confirmations
Except to the extent of the proceeds received by the Promoter Selling Shareholders pursuant to the Offer for Sale,
none of our Promoters, the members of our Promoter Group, Directors, KMPs or Senior Management Personnel
or our Subsidiary, will receive any portion of the Offer Proceeds and there are no material existing or anticipated
transactions in relation to utilization of the Offer Proceeds with our Promoters, members of our Promoter Group,
Directors, KMPs or Senior Management Personnel or our Subsidiary.
Our Company has not entered into and is not planning to enter into any arrangement/agreements with our
Promoters, members of our Promoter Group, Directors, Key Managerial Personnel and Senior Management or
our Subsidiary in relation to the utilisation of the Net Proceeds. Further, except in the ordinary course of business,
there is no existing or anticipated interest of such individuals and entities in the Objects of the Offer as set out
above.
114BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company in consultation with the Book Running Lead
Manager, on the basis of assessment of market demand for the Equity Shares offered in the offer through the Book
Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the
Equity Shares is ₹ 5 /- each and the Floor Price is [•] times the face value and the Cap Price is [•] times the face
value.
Investors should read below mentioned information along with the “Risk Factors”, “Our Business”, “Financial
Statements” and “Management Discussion and Analysis of Financial Condition and Results of Operations” on
pages 32, 188, 255 and 311, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths form the basis for computing the Offer Price are as follows:
India’s second-largest player in the CDMO industry in terms of number of dosage forms with capabilities
spanning across 24 distinct formulations: Our offerings include a comprehensive range of products across
various dosage forms including injectables, tablets, capsules, ointments, eye drops, ampoules, vials, liquid and
dry syrups, and infusions, among others. (Source: F&S Report) We have established a track record of successfully
developing pharmaceutical products, both independently and in collaboration with our customers, through our in-
house formulation capabilities.
High entry and exit barriers: Owing to the critical nature of the industry in which we operate, the CDMO industry
has high barriers to entry. The following factors constitute key barriers to entry in the CDMO industry: (i) the
pharmaceutical tendering process in India’s public sector is a comprehensive, multi-stage procedure designed to
ensure transparency, cost-effectiveness, and quality in drug procurement (Source: F&S Report); (ii) high capital
expenditure remains a significant barrier to entry in the Indian CDMO market; (Source: F&S Report) and (iii)
scalability and sustainability remain a critical challenge, especially for new entrants, reinforcing the competitive
advantage of well-capitalized and technologically advanced CDMOs. (Source: F&S Report).
Scalable infrastructure capabilities with well diversified and regulatory compliant Manufacturing Facility: We
operate a strategically located Manufacturing Facility situated in Roorkee, Uttarakhand. Our Manufacturing
Facility comprises three dedicated Manufacturing Units, each designed to meet the regulatory requirements of
specific product categories, while also enabling a strategic segregation of different types of pharmaceutical
products. Our Manufacturing Units have received certifications confirming compliance with ISO 9001:2015
(quality management system), ISO 14001:2015 (environmental management system) and ISO 45001:2018
(occupational and safety management systems).
Financial growth backed by demonstrable performance metrics: We have experienced sustained growth in
various financial indicators including our revenue, profitability and returns as well as consistent improvement in
our balance sheet position in the preceding three Fiscals, wherein we have seen an increase in our net worth. Our
continued focus on efficiency and productivity improvements and cost rationalization have enabled us to deliver
better financial performance.
For further details, see “Our Business–- Our Competitive Strengths” on page 192 of this Draft Red Herring
Prospectus.
Quantitative Factors
The information presented in this section is derived from our Restated Consolidated Financial Statements. For
details, see “Financial Statements” on page 255.
Investors should evaluate our Company and form their decisions taking into consideration its earnings and based
on its growth strategy. Some of the quantitative factors which may form the basis for computing the Offer price
are as follows:
1. Basic and Diluted Earnings per Share (EPS), as adjusted for changes in capital
115Year ended Basic and Diluted EPS Weight
(in ₹)
Fiscal 2025 1.75 3
Fiscal 2024 0.92 2
Fiscal 2023 0.44 1
Weighted Average 1.25 -
Notes: Basic and diluted earnings per Share are computed in accordance with the Indian Accounting Standard 33 .
2. Price / Earning (P/E) Ratio in relation to Price band of ₹ [●] to ₹ [●] per Equity Share
Particulars P/E at the lower end of P/E at the higher end of the
the price band (no. of price band (no. of times) *
times) *
a) P/E ratio based on Basic EPS as at Fiscal 2025 [●] [●]
b) P/E ratio based on Diluted EPS as at Fiscal 2025 [●] [●]
* To be computed after finalisation of Price Band.
Note: P/E ratio = Price per Equity Share / Earnings per Equity Share.
3. Industry Price / Earning (P/E) Ratio
Based on the peer companies’ information (excluding our Company) given below in this section:
Particulars P/E ratio
Highest 41.71
Lowest 34.50
Average 38.11
Notes:
a) The industry high and low has been considered from the industry peers set provided later in this chapter.
The average has been calculated as the arithmetic average P/E of the industry peers set disclosed in this
section. For further details, see “Basis for Offer Price– Comparison with listed industry peer” on page 117;
b) The industry P/E ratio mentioned above is computed based on the closing market price of equity shares on
NSE on August 25, 2025, divided by Diluted EPS based on the audited financials for the Fiscal 2025.
c) We believe that Sai Life Sciences Ltd is outlier in P/E ratio and may not be a true representation of P/E ratio
based valuation, therefore excluded from calculation of industry peer group P/E ratio
4. Return on Net Worth (RONW):
Year ended RoNW (%) Weight
Fiscal 2025 33.91 3
Fiscal 2024 26.89 2
Fiscal 2023 17.76 1
Weighted Average 28.88 -
Notes:
a) The Return on Net worth (%) = Net profit after tax divided by Net worth as at the end of the year;
b) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid
-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance
of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation.
c) Weighted average = Aggregate of year-wise weighted Return on Net worth divided by the aggregate of weights i.e.
(Return on Net worth x Weight) for each year / Total of weights.
5. Net Asset Value (NAV) per Equity Share of face value of ₹ 5 /- each
Fiscal Net Asset Value per equity shares (₹)
Fiscal 2025 5.16
Fiscal 2024 3.41
Fiscal 2023 2.48
After Completion of the Offer*
- At the Floor Price* [●]
116Fiscal Net Asset Value per equity shares (₹)
- At the Cap Price* [●]
Offer Price* [●]
* To be computed after finalisation of Price Band.
Notes:
a) Offer Price per Equity Share will be determined on conclusion of the Book Building Process;
b) Net Asset Value per Equity Share = Net worth divided by the number of equity shares outstanding at the end of the year;
c) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid
-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance
of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation.
6. Comparison with listed industry peer:
The following is the comparison with our peer group companies listed in India:
Name of the Current Face Revenue Basic Diluted PAT NAV P/E RONW
Company Market value from EPS EPS Margin (₹ per Raito %
Price (₹ per operations (₹) (₹) (%) Share)
(CMP) Equity (₹ in
(₹) Share) million)
Cotec Healthcare [●]* 5.00 1,922.36 1.75 1.75 10.40 5.16 [•]* 33.91
Limited
Peer Group
Innova Captab Ltd 934.75 10.00 12,436.76 22.41 22.41 10.31 167.66 41.71 13.37
Sai Life Sciences Ltd 906.95 1.00 16,945.70 8.83 8.61 10.04 102.12 105.34 7.99
Windlas Biotech Ltd 996.00 5.00 7,598.78 29.19 28.87 8.03 241.31 34.50 12.06
*To be included in respect of our Company in the Prospectus based on the Offer Price
Source for our Company: Based on the Restated Consolidated Financial Statement for the year ended March 31, 2025
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise
available only on standalone basis) and is sourced from the annual reports / annual results as available of the respective
company for the financial year ended March 31, 2025 submitted to stock exchanges.
Notes:
a) Current market price (CMP) is the closing market price of the equity shares of the respective companies as on August
25, 2025;
b) Basic & Diluted EPS refers to the earnings per share sourced from the annual reports/annual results as available of the
respective company for the year ended Fiscal 2025 submitted to stock exchanges;
c) PAT Margin is calculated as net profit after tax divided by Revenue from Operations;
d) NAV per equity share is computed as the Net worth divided by the number of equity shares outstanding at the end of the
year.
e) P/E Ratio has been computed based on the CMP divided by the Diluted EPS;
f) RoNW is computed as net profit after tax divided by net worth at the end of the year;
7. Key financial and operational 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. Our Company considers that
the KPIs set forth below are the ones that may have a bearing for arriving at the basis for the Offer Price.
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 Fresh Issue as per the disclosure made in the Objects of the Offer Section, whichever is later or
for such other duration as may be required under the SEBI ICDR Regulations.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated September 2, 2025
and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. Further,
the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have
been disclosed to any investors at any point of time during the three years period prior to the date of filing of this
Draft Red Herring Prospectus. Further, the KPIs herein have been certified by the Statutory Auditors, who hold a
valid certificate issued by the Peer Review Board of the ICAI, by their certificate dated September 10, 2025. The
117aforesaid certificate, has been included in ‘Material Contracts and Documents for Inspection – Material
Documents’ on page 438.
For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our
Business”, and “Management’s Discussion and Analysis of Financial Position and Results of Operations”
beginning on pages 188 and 311, respectively.
The table below summaries the Key Performance Indicators (KPIs) for the years indicated:
(₹ in million except per share data or unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (1) 1,922.36 1,379.96 824.23
Revenue CAGR (%)(2) 52.72
EBITDA (3) 314.42 171.19 95.14
EBITDA Margin (%) (4) 16.36 12.41 11.54
EBITDA CAGR (%)(2) 81.79
PAT (5) 200.00 104.60 50.32
PAT Margin (%) (6) 10.40 7.58 6.11
PAT CAGR (%)(2) 99.36
Total Borrowings (7) 260.72 154.85 112.40
Net worth (8) 589.73 388.99 283.43
Return on Net Worth (RONW) (%) (9) 33.91 26.89 17.76
Return on Capital Employed (ROCE) (%)
36.43 33.31 21.49
(10)
Debt - Equity Ratio (11) 0.44 0.40 0.40
Fixed Assets Turnover Ratio(12) 4.32 4.74 4.17
Inventory Days(13) 75 66 96
Working Capital Days(14) 35 6 44
As certified by Statutory Auditors of our Company, vide their certificate dated September 10, 2025.
Notes:
1) Revenue from operations is calculated as revenue from operating activities;
2) CAGR = Compounded Annual Growth Rate;
3) EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by
obtaining the profit before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation and
impairment expense and reducing other income and exceptional items;
4) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
5) PAT represents net profit after tax for the year / period;
6) PAT Margin is calculated as PAT divided by revenue from operations;
7) Total Borrowings include current and non-current borrowings;
8) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid -
up share capital and all reserves created out of the profits and securities premium account and debit or credit balance
of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation.
9) Return on Net Worth is calculated as Net profit after tax divided by Net worth as at the end of the year;
10) Return on Capital Employed is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus
depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (7) above + total current
& non-current borrowings– cash and cash equivalents and other bank balances;
11) Debt Equity Ratio is defined as total debt divided by total equity. Total debt is the sum of total current & non-current
borrowings; total equity means sum of equity share capital and other equity;
12) Fixed Assets Turnover Ratio is calculated as revenue from operations divided by the sum of net block of property, plant
and equipment as at the end of the Fiscal;
13) Inventory Days is calculated as inventory divided by cost of goods sold for the year;
14) Working Capital Days describes the number of days it takes for us to convert our working capital into revenue and is
calculated by deducting trade payable days from trade receivable days and inventory days. Trade payables days have
been calculated as trade payables divided by cost of goods sold multiplied by 365 days for the complete fiscal years. Trade
receivables days have been calculated as trade receivables divided by revenue from operations multiplied by 365 days for
the complete fiscal years. Inventory days have been calculated as defined in (13) above.
The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics,
in “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations”
beginning on pages 188 and 311, respectively. All such KPIs have been defined consistently and precisely in
‘Definitions and Abbreviations’ on page 2.
118Explanation for Key Performance Indicators metrics
Set out below are explanations for how the KPIs listed above have been used by the management historically to
analyse, track or monitor the operational and/or financial performance of our Company:
KPI Explanation
Revenue from Operations Revenue from Operations represents the income generated by our Company from its core
operating operations. This gives information regarding the scale of operations.
Revenue CAGR (%) Revenue CAGR growth provides information regarding the growth in terms of our business
for the respective period, in terms of CAGR
EBITDA EBITDA is an indicator of the operational profitability and financial performance of our
business
EBITDA Margin (%) EBITDA Margin provides information regarding the operational efficiency of the business
EBITDA CAGR (%) EBITDA CAGR growth provides information regarding the growth in terms of our operating
profit from our core business for the respective period, in terms of CAGR
PAT Profit After Tax (PAT) for the year provides information regarding the overall profitability of
the business
PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of our
business
PAT CAGR (%) PAT CAGR growth provides information regarding the growth in terms of our profit after tax
from the respective period, in terms of CAGR
Total Borrowings Total Borrowings is used by us to track our leverage position on time to time
Net worth Net worth is used to track the book value and overall value of shareholder’s equity
ROE (%) ROE provides how efficiently our Company generates profits from shareholders’ funds
ROCE (%) ROCE provides how efficiently our Company generates earnings from the capital employed
in the business
Debt – Equity Ratio Debt to Equity Ratio is used to measure the financial leverage of our Company over multiple
periods
Fixed assets Turnover Fixed Assets Turnover Ratio provides information on the efficient use of fixed assets to
Ratio generate revenue from operations
Inventory Days Inventory days provides number of days a business holds its inventory before selling it.
Working Capital Days Working Capital Days describes the number of days it takes for us to convert our working
capital into revenue and is calculated by deducting trade payable days from trade receivable
days.
Description on the historic use of the key performance indicators by us to analyse, track or monitor our
operational and/or financial performance
In evaluating our business, we consider and use certain KPIs, as stated above, as a supplemental measure to review
and assess our financial performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Restated Consolidated Financial Statement. We use these KPIs to evaluate our financial
performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with Ind AS.
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. Therefore, these metrics should not be
considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our
operating performance, liquidity or results of operation. Although these KPIs are not a measure of performance
calculated in accordance with applicable accounting standards, our management believes that it provides an
additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our
financial results with other companies in our industry because it provides consistency and comparability with past
financial performance, when taken collectively with financial measures prepared in accordance with Ind AS.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business.
8. Comparison of KPIs of our Company and our listed peer group
The peer group has been determined on the basis of companies listed on Indian stock exchanges, while the listed
peers mentioned below operate in the same industry as us, and may have similar offerings or end use applications,
our business may be different in terms of differing business models, different product verticals serviced or focus
areas or different geographical presence.
119Fiscal 2025
(₹ in million, except otherwise stated)
Key Performance Indicators Cotec Innova Sai Life Windlas
Healthcare Captab Sciences Biotech
Limited Limited Limited Limited
Revenue from Operations (1) 1,922.36 12,436.76 16,945.70 7,598.78
Revenue CAGR (%)(2) 52.72 15.87 17.99 21.70
EBITDA (3) 314.42 1,861.55 4,056.61 941.07
EBITDA Margin (%) (4) 16.36 14.97 23.94 12.38
EBITDA CAGR (%)(2) 81.79 27.98 56.19 25.00
PAT (5) 200.00 1,282.58 1,701.32 609.94
PAT Margin (%) (6) 10.40 10.31 10.04 8.03
PAT CAGR (%)(2) 99.36 37.38 312.69 19.6
Total Borrowings (7) 260.72 3,360.70 1,286.36 271.17
Net worth (8) 589.73 9,594.17 21,283.54 5,057.72
Return on Net Worth (RONW) (%) (9) 33.91 13.37 7.99 12.06
Return on Capital Employed (ROCE) (%)(10) 36.43 13.15 14.90 12.79
Debt - Equity Ratio (11) 0.44 0.35 0.06 0.05
Fixed Assets Turnover Ratio(12) 4.32 1.62 1.43 3.89
Inventory Days(13) 75 93 93 63
Working Capital Days(14) 35 100 (84) 14
Fiscal 2024
(₹ in million, except otherwise stated)
Key Performance Indicators Cotec Innova Sai Life Windlas
Healthcare Captab Sciences Biotech
Limited Limited Limited Limited
Revenue from Operations (1) 1,379.96 10,813.05 14,651.78 6,309.56
Revenue CAGR (%)(2) NA NA NA NA
EBITDA (3) 171.19 1,544.53 2,854.89 781.72
EBITDA Margin (%) (4) 12.41 14.28 19.48 12.39
EBITDA CAGR (%)(2) NA NA NA NA
PAT (5) 104.60 943.45 828.09 581.87
PAT Margin (%) (6) 7.58 8.73 5.65 9.22
PAT CAGR (%)(2) NA NA NA NA
Total Borrowings (7) 154.85 2,418.07 7,101.63 1.09
Net worth (8) 388.99 8,308.94 9,751.44 4,499.36
Return on Net Worth (RONW) (%) (9) 26.89 11.35 8.49 12.93
Return on Capital Employed (ROCE) (%)(10) 33.31 14.05 10.88 15.44
Debt - Equity Ratio (11) 0.40 0.29 0.73 0.00
Fixed Assets Turnover Ratio(12) 4.74 3.71 1.58 3.72
Inventory Days(13) 66 72 72 57
Working Capital Days(14) 6 79 (27) 15
Fiscal 2023
(₹ in million, except otherwise stated)
Key Performance Indicators Cotec Innova Sai Life Windlas
Healthcare Captab Sciences Biotech
Limited Limited Limited Limited
Revenue from Operations (1) 824.23 9,263.80 12,171.39 5,130.83
Revenue CAGR (%)(2) NA NA NA NA
EBITDA (3) 95.14 1,136.47 1,662.79 602.26
EBITDA Margin (%) (4) 11.54 12.27 13.66 11.74
EBITDA CAGR (%)(2) NA NA NA NA
PAT (5) 50.32 679.54 99.89 426.26
PAT Margin (%) (6) 6.11 7.34 0.82 8.31
120Key Performance Indicators Cotec Innova Sai Life Windlas
Healthcare Captab Sciences Biotech
Limited Limited Limited Limited
PAT CAGR (%)(2) NA NA NA NA
Total Borrowings (7) 112.40 2,351.92 6,992.29 4.44
Net worth (8) 283.43 2,765.06 8,880.93 4,022.71
Return on Net Worth (RONW) (%) (9) 17.76 24.58 1.12 10.60
Return on Capital Employed (ROCE)(%)(10) 21.49 20.81 4.45 12.69
Debt - Equity Ratio (11) 0.40 0.85 0.79 0.00
Fixed Assets Turnover Ratio(12) 4.17 6.17 1.57 5.00
Inventory Days(13) 96 62 125 84
Working Capital Days(14) 44 82 24 69
As certified by the Statutory Auditors, vide their certificate dated September 10, 2025.
Notes:
1) Revenue from operations is calculated as revenue from operating activities;
2) CAGR = Compounded Annual Growth;
3) EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at
by obtaining the profit before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation
and impairment expense and reducing other income and exceptional items;
4) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
5) PAT represents net profit after tax for the year / period;
6) PAT Margin is calculated as PAT divided by revenue from operations;
7) Total Borrowings include current and non-current borrowings;
8) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the
paid -up share capital and all reserves created out of the profits and securities premium account and debit or
credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
9) Return on Net Worth is calculated as Net profit after tax divided by Net worth as at the end of the year;
10) Return on Capital Employed is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA
minus depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (7) above +
total current & non-current borrowings– cash and cash equivalents and other bank balances;
11) Debt Equity Ratio is defined as total debt divided by total equity. Total debt is the sum of total current & non-current
borrowings; total equity means sum of equity share capital and other equity;
12) Fixed Assets Turnover Ratio is calculated as revenue from operations divided by the sum of net block of property,
plant and equipment as at the end of the Fiscal;
13) Inventory Days is calculated as inventory divided by cost of goods sold for the year;
14) Working Capital Days describes the number of days it takes for us to convert our working capital into revenue and
is calculated by deducting trade payable days from trade receivable days and inventory days. Trade payables days
have been calculated as trade payables divided by cost of goods sold multiplied by 365 days for the complete fiscal
years. Trade receivables days have been calculated as trade receivables divided by revenue from operations
multiplied by 365 days for the complete fiscal years. Inventory days have been calculated as defined in (13) above.
The KPIs set out above are not standardised terms and accordingly a direct comparison of such KPIs between
companies may not be possible. Other companies may calculate such KPIs differently from us.
9. Weighted average cost of acquisition (“WACA”), floor price and cap price
a) Price per Equity Share of the Company based on primary issuances of Equity Shares or
convertible securities (excluding issuance of Equity Shares under employee stock option scheme
or pursuant to a bonus issue) during the 18 months preceding the date of this Draft Red Herring
Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital
of our Company (calculated based on the pre-transaction capital before such transactions) in a single
transaction or multiple transactions combined together over a span of rolling 30 days.
Our Company has not issued any Equity Shares or convertible securities or any employee stock
options under an employee stock option scheme during the 18 months preceding the date of this Draft
Red Herring Prospectus, where the amount of such issuance was equal to or more than 5% of the paid-
up Equity Share Capital of our Company (calculated based on the pre-Offer capital before such
transaction(s) and excluding issuance of Equity Shares under ESOS or pursuant to a bonus issue)
in a single transaction or multiple transactions combined together over a span of rolling 30 days.
121b) Price per Equity Share of the Company based on secondary sale or acquisition of Equity Shares or
convertible securities (excluding gifts) involving any of the Promoters, members of the Promoter
Group or Shareholder(s) having the right to nominate director(s) in the Board of Directors of the
Company are a party to the transaction, during the 18 months preceding the date of filing of this
Draft Red Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully
diluted paid-up share capital of our Company (calculated based on the pre-transaction capital before
such transactions), in a single transaction or multiple transactions combined together over a span of
rolling 30 days.
There have been no secondary sales/transfers or acquisitions of any Equity Shares or convertible
securities (excluding gifts) where the Promoters, members of the Promoter Group, the Promoter or
Shareholder(s) having the right to nominate director(s) in the Board of Directors of the Company are a
party to the transaction, during the 18 months preceding the date of this Draft Red Herring Prospectus,
where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of
the Company (calculated based on the pre-offer capital before such transaction(s)), in a single
transaction or multiple transactions combined together over a span of rolling 30 days.
c) Price of Equity Shares for last five primary or secondary transactions (where Promoters, members of
the Promoter Group, Promoter Selling Shareholder 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 Draft Red Herring Prospectus irrespective of the size of transactions.
Since there are no such transactions to report under (a) and (b) above, information based on last five
primary or secondary transactions (secondary transactions where our Promoters/members of our
Promoter Group or Promoter Selling Shareholder or Shareholder(s) having the right to nominate
director(s) in the Board of our Company, are a party to the transaction), during the three years
prior to the date of this Draft Red Herring Prospectus irrespective of the size of transactions, is as
below:
Date of No. of Equity Face Issue price Nature of Nature of Total
allotment / Shares* value per per equity allotment consideration Consideration
transaction equity share (₹)* (in ₹)
share (₹)*
Secondary Transactions
June 18, 6,449,100 5 N.A. Gift N.A. N.A.
2024
June 18, 3,629,700 5 N.A. Gift N.A. N.A.
2024
April 24, 11,100 5 3.42 Share Cash 37,950
2025 Transfer
April 24, 2,220 5 3.42 Share Cash 7,590
2025 Transfer
April 24, 2,220 5 3.42 Share Cash 7,590
2025 Transfer
April 24, 11,100 5 3.42 Share Cash 37,950
2025 Transfer
*As adjusted for sub-division and bonus issue of equity shares.
For further details in relation to the share capital history of our Company, see “Capital Structure” on
page 84.
Floor price and cap price being [●] times the weighted average cost of acquisition (WACA) based on primary/
secondary transaction(s) as disclosed in terms of clause (a) and (b), shall be disclosed in the following manner:
Past Transactions Weighted average Floor Price Cap Price
cost of acquisition#
(₹ per Equity ₹ [●] * ₹ [●] *
Shares)
Weighted average cost of acquisition of primary / - [●] [●]
new issue of shares as per paragraph 9(a) above
122Past Transactions Weighted average Floor Price Cap Price
cost of acquisition#
(₹ per Equity ₹ [●] * ₹ [●] *
Shares)
Weighted average cost of acquisition of secondary - [●] [•]
sale / acquisition of shares as per paragraph 9(b)
above
Weighted average cost of acquisition of secondary 0.01 [•] [•]
sale / acquisition of shares as per paragraph 9(c)
above
The above details have been certified by the Statutory Auditor, pursuant to their certificate dated September 10, 2025
*To be computed after finalisation of Price Band
#At Face value of ₹ 5 /- per equity share
10. Detailed explanation for Offer Price/Cap Price being [●] times of weighted average cost of acquisition
of primary issuance price/secondary transaction price of Equity Shares (as disclosed above) along with
our Company’s key performance indicators and financial ratios for the Fiscals 2025, 2024 and 2023.
[●]*
*To be included on finalisation of Price Band
11. Explanation for Offer Price being [●] times of weighted average cost of acquisition of primary issuance
price/secondary transaction price of Equity Shares (as disclosed above) in view of the external factors
which may have influenced the pricing of the Offer
[●]*
*To be included on finalisation of Price Band
The Offer Price is [●] times of the Face Value of the Equity Shares.
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLM, on the basis of
assessment of demand from investors for Equity Shares through the Book Building Process and, is justified in
view of the above qualitative and quantitative parameters. Investors should read the abovementioned information
along with “Risk Factors”, “Our Business”, “Restated Consolidated Financial Statements” and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” beginning on pages 32, 188, 255 and
311 respectively, to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors – Risk
Factor 74 - Any downgrading of India’s debt rating by an international rating agency could have a negative
effect on our business and the trading price of the Equity Shares” on page 68 and any other factors that may arise
in the future and you may lose all or part of your investments.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Restated
Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” on pages 32, 188, 255 and 311, respectively, to have a more informed view. The trading
price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” beginning on page 32
and you may lose all or part of your investments.
123STATEMENT OF SPECIAL TAX BENEFITS
The Board of Directors
Cotec Healthcare Limited
Kishanpur, Bhagwanpur, NH-74,
Roorkee Dehradun Highway, Haridwar,
Roorkee– 247 661, Uttarakhand, India
Pantomath Capital Advisors Private Limited
Pantomath Nucleus House, Saki Vihar Road,
Andheri East, Mumbai – 400 072,
Maharashtra, India.
(the “Book Running Lead Manager”)
Re: Proposed initial public offering of equity shares (the “Equity Shares”) of Cotec Healthcare Limited (the
“Company”) and such offer, (the “Offer”)
Dear Sir(s),
We, Rajendar K. Kumar & Associates, (Firm Registration Number: 010142C), Statutory Auditor of the Company,
report that the enclosed statement in the Annexure, states the possible special tax benefits, available to the
Company and its shareholders, as per the provisions of the Indian direct and indirect tax laws including 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”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff
Act”) (collectively the “Taxation Laws”) including the rules, regulations, circulars and notifications issued in
connection with the Taxation Laws, as presently in force and applicable to the assessment year 2025-26 relevant
to the financial year 2024-25, under the direct and indirect tax laws presently in force in India, as on the date of
this certificate. Several of these benefits are dependent on the Company and its shareholders, fulfilling the
conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company or its
shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions, which based on
business imperatives the Company or its shareholders face in the future, the Company and its shareholders may
or may not choose to fulfill.
The benefits discussed in the enclosed Annexure are not exhaustive. 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 Offer. We are neither suggesting nor advising the investor to invest in the Offer based on this
statement.
We do not express any opinion or provide any assurance as to whether:
(i) the Company and its shareholders will continue to obtain these benefits in future; or
(ii) the conditions prescribed for availing the benefits have been/would be met with.
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.
We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013,
read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and
included in the draft red herring prospectus of the Company or in any other documents in connection with the
Offer.
We hereby give consent to include this statement of special tax benefits in the draft red herring prospectus, and in
any other material used in connection with the Offer.
124We hereby confirm that while providing this certificate we have complied with the Code of Ethics and 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, issued by the Institute of
Chartered Accountants of India.
We have conducted our examination in accordance with the ‘Guidance Note on Audit Reports and Certificates
for Special Purposes (Revised 2016)’ issued by the Institute of Chartered Accountants of India. The Guidance
Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.
We confirm that the information in this certificate is true, fair and correct, and is in accordance with the
requirements of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and other applicable law, and there is no untrue statement or
omission which would render the contents of this certificate misleading in its form or context. We confirm that
the information in this certificate is adequate to enable investors to make a well- informed decision, to the extent
that such information with respect to us is relevant to the prospective investor to make a well-informed decision.
This certificate is for information and for inclusion (in part or full) in the Offer Documents or any other Offer-
related material, and may be relied upon by the Company, the Book Running Lead Manager and the legal advisor
in relation to the Offer. We hereby consent to the submission of this certificate as may be necessary to SEBI, the
Registrar of Companies, Uttarakhand at Nainital (“ROC”), the relevant stock exchanges, any other regulatory
authority and/or for the records to be maintained by the Book Running Lead Manager and in accordance with
applicable law. We hereby consent to this certificate being disclosed by the Book Running Lead Manager, if
required (i) by reason of any law, regulation or order of a court or by any governmental or competent regulatory
authority, or (ii) in seeking to establish a defence in connection with, or to avoid, any actual, potential or threatened
legal, arbitral or regulatory proceeding or investigation.
We confirm that we will immediately communicate any changes in writing in the above information to the Book
Running Lead Manager until the date when the Equity Shares commence trading on the relevant stock exchanges.
In the absence of any such communication from us, the Book Running Lead Manager and the legal advisor, can
assume that there is no change to the above information until the Equity Shares commence trading on the relevant
stock exchanges pursuant to the Offer. All capitalized terms used herein and not specifically defined shall have
the same meaning as ascribed to them in the Offer Documents.
Yours faithfully,
For Rajendar K. Kumar & Associates
Chartered Accountants
Firm Registration No: :010142C
Rajendar Kumar
Proprietor
Membership No.: 071803
UDIN: 25071803BMKRVP3667
Date: September 10, 2025
Encl: As above
Cc:
T&S Law
15, Logix Technova,
Block B, Sector 132, Noida – 201 304,
Uttar Pradesh, India
125ANNEXURE
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO COTEC
HEALTHCARE LIMITED (“THE COMPANY”) AND THE SHAREHOLDERS OF THE
COMPANY UNDER THE DIRECT AND INDIRECT TAX LAWS IN INDIA
The information provided below sets out the possible special direct and indirect tax benefits available to
Cotec Healthcare Limited (the “Company”) and the shareholders of the Company in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership
and disposal of equity shares of the Company, under the current Taxation Laws presently in force in India.
Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed under the
relevant Taxation Laws. Hence, the ability of the shareholders to derive the tax benefits is dependent upon
fulfilling such conditions, which, based on business / commercial imperatives a shareholder faces, may or
may not choose to fulfill. We do not express any opinion or provide any assurance as to whether the
Company or its shareholders will continue to obtain these benefits in future. The following overview is
not exhaustive or comprehensive and is not intended to be a substitute for professional advice.
In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised
to consult their own tax consultant with respect to the specific tax implications arising out of their
participation in the issue. We are neither suggesting nor are we advising the investor to invest money or not
to invest money based on this statement.
The statement below covers only relevant special direct and indirect tax law benefits and does not cover
benefits under any other law.
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH
RESPECT TO THE TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN THE SECURITIES,
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
IN THEIR PARTICULAR SITUATION.
I. POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
1. Lower corporate tax rate under section 115BAA of the Income Tax Act
Section 115BAA was inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 (AY 2020-21). Section 115BAA grants an option
to a domestic company to be governed by the section from a particular assessment year. If a
company opts for section 115BAA of the Act, it can pay corporate tax at a reduced rate of
25.168% (22% tax plus surcharge of 10% and health & education cess of 4%). The option to
apply this tax rate is available from FY 2019-20 relevant to AY 2020-21 and the option once
exercised shall apply to subsequent assessment years. Section 115BAA further provides that
domestic companies availing the option will not be required to pay Minimum Alternate Tax
(MAT) on their ‘book profits’ under section 115JB of the Act.
In case a company opts for the concessional income tax rate as prescribed under Section 115BAA
of the Act, it will not be allowed to claim any of the following deductions/exemptions of the Act:
▪ Deduction under the provisions of Section 10AA (deduction for units in Special
Economic Zone);
▪ Deduction under clause (iia) of sub-section (1) of Section 32 (Additional depreciation);
▪ Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment
allowance in backward areas, Investment deposit account, site restoration fund);
▪ Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1)
or sub-section (2AA) or sub-section (2AB) of Section 35 (Expenditure on scientific
research);
▪ Deduction under Section 35AD or Section 35CCC (Deduction for specified business,
126agricultural extension project);
▪ Deduction under Section 35CCD (Expenditure on skill development);
▪ Deduction under any provisions of Chapter VI-A other than the provisions of Section
80JJAA (Deduction in respect of employment of new employees) and 80M (Deduction
in respect of certain inter-corporate dividends);
▪ No set-off of any loss carried forward or depreciation from any earlier assessment year,
if such loss or depreciation is attributable to any of the deductions referred above; and
▪ No set-off of any loss or allowance for unabsorbed depreciation deemed so under
Section 72A, if such loss or depreciation is attributable to any of the deductions referred
above.
Where a company opts for section 115BAA, the tax credit (under section 115JAA), if any, which
it is entitled to on account of MAT paid in earlier years, will no longer be available.
The Company has opted for the beneficial tax regime under section 115BAA of the Income Tax
Act with effect from Financial Year 2019-20 (i.e., Assessment Year 2020-21), and therefore, is
eligible for a concessional effective tax rate of 25.168% (including applicable surcharge and
health and education cess) subject to fulfilment of above conditions.
2. Deductions from Gross Total Income in respect of employment of new employees section
80JJAA of the Income Tax Act, 1961
As per section 80JJAA of the Act, while computing income under the head business and
profession in case of an assessee to whom section 44AB (i.e., tax audit) applies, a deduction of
an amount equal to 30% of additional employee cost incurred in the course of such business in
the FY, shall be allowed for three AYs including the AY relevant to the FY in which such
employment is provided. The Company is entitled to claim such deduction subject to fulfilment
of conditions specified under section 80JJAA of the Act. Further, where the Company wishes to
claim such possible tax benefit, it shall obtain necessary certification from Chartered Accountant
on fulfillment of the conditions under the extant provisions of the Act.
The Company should be eligible to claim the deduction subject to fulfilment of prescribed
conditions.
II. POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF
THE COMPANY
Below are certain special direct tax benefits available to the shareholders of the Company for
investing in the shares of the Company:
1. Dividend Income
Dividend income earned by the shareholders would be taxable in their hands at the applicable
rates. As per section 115A of the IT Act, dividend income earned by a non-resident (not being a
company) or by a foreign company, shall be taxed at the rate of 20% (plus applicable surcharge
and cess) subject to fulfilment of prescribed conditions under the Income Tax Act.
The Company would be required to deduct tax at source (‘TDS’) on the dividend paid to
the shareholders, at applicable rates. The shareholders would be eligible to claim the credit of
such tax in their return of income. In case of non-resident shareholders, the Company is required
to deduct withholding tax on the amount of dividend paid/distributed at applicable rate specified
under the Act read with applicable Double Taxation Avoidance Agreement (if any), subject to
eligibility.
However, as per the provisions of section 194 of the Act, no deduction of tax at source would be
required in case of an individual, where dividend is distributed in modes other than cash and the
aggregate amount of such dividends distributed during the year by the Company to the
shareholder does not exceed Rs. 10,000/-.
2. Deduction in respect of inter-corporate dividends – Section 80M of the Income Tax Act
127In case of a shareholder which is a domestic company as defined in section 2(22A) of the Act,
section 80M inter alia provides that where the gross total income of a domestic company in any
year includes any income by way of dividends from any other domestic company or a foreign
company or a business trust, there shall, in accordance with and subject to the provisions of the
said section, be allowed in computing the total income of such domestic company, a deduction of
an amount equal to so much of the amount of income by way of dividends received from such
other domestic company or foreign company or business trust as does not exceed the amount of
dividend distributed by it on or before the “due date”. For the purposes of the section, “due date”
means the date one month prior to the date for furnishing the income- tax return under section
139(1) of the Act.
3. Tax on Capital gains
As per section 111A of the IT Act, short-term capital gains arising from transfer of equity shares
on which securities transaction tax (“STT”) is paid at the time of acquisition and sale, shall be
taxed at the rate of 20% (plus applicable surcharge and cess). This is subject to fulfilment of
prescribed conditions under the IT Act.
As per section 112A of the IT Act, long-term capital gains arising from transfer of equity shares
on which STT is paid at the time of acquisition and sale, shall be taxed at the rate of 12.5% (plus
applicable surcharge and cess). It is worthwhile to note that tax shall be levied where such
aggregate capital gains exceed INR 1,25,000 in a financial year.
4. Double Taxation Avoidance Agreement benefit
As per section 90(2) of the IT Act, non-resident shareholders will be eligible to take advantage
of the beneficial provisions under the respective Double Taxation Avoidance Agreement
("DTAA"), if any, applicable to such non-residents. This is subject to fulfilment of conditions
prescribed to avail treaty benefits.
Further, any income by way of capital gains, dividends accruing to non-residents may be subject
to withholding tax as per the provisions of the Income Tax Act or under the relevant DTAA,
whichever is more beneficial to such non-resident. However, where such non-resident has
obtained a lower withholding tax certificate from the tax authorities, the withholding tax rate
would be as per the said certificate. The non-resident shareholders can also avail credit of any
taxes paid by them, subject to local laws of the country in which such shareholder is resident.
Notes:
1. These special direct tax benefits are dependent on the Company and its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Direct Tax Laws. Hence, the ability of
the Company and its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on the business imperatives, the Company and its shareholders may or
may not choose to fulfil.
2. The special direct tax benefits discussed in the Statement are not exhaustive and is only intended
to provide general information to the investors and hence, is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of the tax consequences
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 issue.
3. The Statement has been prepared on the basis that the shares of the Company are proposed to be
listed on a recognized stock exchange in India and the Company will be issuing shares.
4. The Statement is prepared based on information available with the management of the Company
and there is no assurance that:
i. the Company or its shareholders will continue to obtain these benefits in future;
ii. the conditions prescribed for availing the benefits have been/ would be met with; and
128iii. the revenue authorities/ courts will concur with the view expressed herein.
5. The above views are based on the existing provisions of law and its interpretation, which are
subject to change from time to time.
6. The Statement sets out the provisions of law in a summarized manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership, and disposal of
shares.
III. POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
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, the Customs Act, 1962 and the Customs Tariff Act, 1975 (collectively referred to as “Indirect
tax”).
There are no special indirect tax benefits available to the Company.
IV. POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE SHAREHIOLDERS OF
THE COMPANY
There are no special indirect tax benefits available to the shareholders of the Company
129SECTION VI – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The industry research report titled ‘Independent Market Assessment of Global Pharma and CDMO Market’ dated
September 4, 2025 (the “F&S Report”) is exclusively prepared and issued for the purpose of the Offer by F&S
and commissioned and paid for by our Company. Unless noted otherwise, the information in this section is
obtained or extracted from the F&S Report. Further, F&S is an independent agency, and is not related to our
Company, our Directors, our Promoters, our Key Managerial Personnel, our Senior Management or the BRLM.
This report will be available on the website of our Company at https://cotec.in/industry-report/#. The data
included herein includes excerpts from the F&S Report and may have been selective or re-ordered for the
purposes of presentation here.
GLOBAL MACROECONOMIC OVERVIEW
OVERVIEW OF GLOBAL GDP TREND AND IMF OUTLOOK
Owing to a considerable revival in H2 2024, there is compelling evidence of economic growth and potential for
expansion, despite weaker consumer confidence and policy uncertainties in advanced economies.
Characterized by steady growth and notable deceleration in global inflation, the global economy continues to
exhibit noteworthy resilience against a backdrop of significant disruptions such as the latest wave of trade tariffs
and retaliatory measures threatening global supply chains, ongoing geopolitical tensions, including the Russia-
Ukraine conflict, the Israel-Gaza conflict, instability in the Middle East, and mounting energy and food crises.
137.8 131.3
125.0
119.1
110.5 113.8
106.4
97.8 101.9
88.0 85.8
57.6 58.9 62.2 64.7 66.9 69.6 72.3 75.2 78.1
52.4 51.5
40.3 43.1 44.3 45.8 46.9 49.5 52.7 56.2 59.7
35.6 34.2
2019 2020 2021 2022 2023 2024 2025F 2026F 2027F 2028F 2029F
Despite multiple challenges, the global economy has been flexible. A marginal decline in global inflation from
1
4.8% to 4.7% as of January 2025, reflects favorable supply-side dynamics, such as the easing of energy prices
2
and a strong rebound in labor market participation. Accelerated disinflation in certain regions/ countries such as
the Euro area, the USA, the UK, and Canada, combined with supportive monetary policies, is expected to alleviate
cost pressures and foster a conducive environment for growth. Looking ahead, global GDP is projected to grow
at a healthy compounded annual growth rate (CAGR) of 4.5% between 2024 and 2029, laying the groundwork
for long-term expansion.
1
International Monetary Fund (IMF): Global Annual Inflation and Industrial Production
2
Economic Outlook: Global growth to remain resilient in 2025 and 2026 despite significant risks
130
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Exhibit 1.1: GDP at Current Prices, Global, 2019-2029F
World Advanced Economies Emerging Market and Developing Economies
Source: World Economic Outlook-April-2025,Frost & Sullivan
Note: The above GDP values at current prices are the country's GDP based on the same period during the year as their fiscal data. For
countries whose fiscal data are based on a fiscal calendar (e.g., July to June), this series would be the country's GDP over that same period.
For countries whose fiscal data are based on a calendar year (i.e., January to December), this series will be the same as "Grossdomestic
product, current prices." F -ForecastOVERVIEW OF GDP OF KEY ECONOMIES
Advanced economies continue their positioning at the forefront of this growth trajectory. Although their growth
is forecasted at a comparatively moderate 3.8% over the next five years, strong structural fundamentals ensure
continued stability. In 2024, advanced economies accounted for approximately 58.8% of global output, a figure
projected to remain above 56% through 2029, underscoring their sustained influence on global economic
dynamics.
5.2% 5.4%
4.7% 4.5% 4.3%
3.8%
World Advanced economies Emerging market and developing
economies
Advanced economies are at present navigating a period of rapid policy realignment, which calls for a more
streamlined approach to creating stable trade environments. Some of the key priorities include rebalancing
growth-inflation trade-offs, re-examining medium-term growth prospects through structural reforms, streamlining
regulatory policies and frameworks, and further reducing labor constraints to improve productivity and ensure
overall economic stability and future growth.
The USA projects only 2.2% growth in 2025. Further escalation in trade tensions- such as raising bilateral tariffs
on non-commodity imports between the USA and other nations could further decline global output by around
0.3% in the next 2-3 years. Nevertheless, the labor market conditions show considerable stability in these
economies, supported by modest productivity gains. This helps stabilize the unit labor cost in line with the central
bank inflation targets.
3
The Euro area The real GDP growth rate is projected to be a low 1% in 2025, largely due to the heightened
uncertainty within the region. However, despite ongoing macroeconomic conditions, employment in the region
4
has risen to 3 million between 2022 to 2024 with a simultaneous growth in real wages resulting in a fall in
inflation rates. In fact, in some parts of Europe, there is a strong minimum wage increase supported by the ongoing
wage momentum, resulting in a robust base pay growth, accompanied by high winter bonus payments in other
advanced economies such as Japan, which ensures a steady market growth. Also, the economic rebound post the
pandemic within the region stagnated during 2022-23, but achieved the goal of reducing inflation, with the region
5
returning to growth in 2024, and is expected to expand by 0.8% in the coming years. These dynamics reflect a
complex but cautiously optimistic outlook, where targeted reforms and labor market resilience are key to
sustaining growth in an increasingly uncertain global environment.
On the other hand, emerging markets and developing economies are fast becoming increasingly pivotal to global
economic expansion. Driven by rapid industrialization, urbanization, and favorable demographics, these regions
are projected to grow at a robust CAGR of 5.4% between 2024 and 2029, becoming key drivers for global
economic growth. Asia remains the epicenter of this growth, particularly India. While China and India both
achieved growth rates of 5–7% from 2019 to 2024, India is now projected to outpace China by nearly 1.7 times
6
in the 2024–2029 period. Despite ranking higher on the inflation index at 4.5% in 2025, India’s continued
3
OECD Economic Outlook, Interim Report March 2025
4
European Commission: Euro Area Report
5
European Commission: Euro Area Report
6
OECD Economic Outlook, Interim Report March 2025
131
%
,RGAC
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Exhibit 1.2: GDP CAGR at Current Prices, By Regions, 2019-2029F
CAGR (2019-2024) CAGR (2024-2029F)
Source: World Economic Outlook-April 2025, Frost & Sullivan
Note:F -Forecastresilience, particularly in the pharmaceutical sector during and after the pandemic, and its strategic positioning in
global supply chains under the “China Plus One” strategy, have elevated its global economic stature. This is
resulting in a projected GDP growth of 6.4% in 2025 and 6.6% in 2026. In contrast, China faces headwinds from
a weakening property sector, geopolitical tensions, and declining export momentum.
Across other emerging economies, including Africa and Central Asia (CCA), a surge in global uncertainty during
the early months of 2025 is projected to drive an increase in headline inflation. This rise is further fueled by tighter
financial conditions and subdued energy prices, according to the IMF's Regional Economic Outlook: Middle East
and Central Asia. The region is currently experiencing strong economic output, largely due to prolonged and
stronger-than-expected spillover effects on domestic demand from the Russia-Ukraine war. However, these
effects are expected to normalize over the next 2–3 years, as hydrocarbon production levels off and fiscal stimulus
measures remain relatively modest. As a result, inflation may stabilize during this period.
Driven by stronger private consumption and improved trade performance, economic growth in Africa is projected
7
to reach 3.8% in 2025 and rise to 4.1% in 2026. However, the continent continues to face significant challenges,
including persistent trade tensions, transnational, regional, and domestic conflicts, widespread socio-economic
hardship with approximately 468 million people currently living in poverty, and adverse climatic conditions.
Accelerating the implementation of the African Continental Free Trade Area (AfCFTA) Agreement could play a
pivotal role in supporting medium- to long-term growth by addressing critical issues such as food insecurity, job
creation, and industrial development. Within the Middle East and GCC region, countries such as the United Arab
Emirates are expected to showcase a modest growth in GDP to 5% between 2025 to 2026, driven by a lowering
8
in consumer prices between 2%-2.1% in the next 4-5 years .
OVERVIEW OF GDP GROWTH OF KEY COUNTRIES
Whilst the USA holds a strong influence on the global markets, the on-off trade policy situation is creating
uncertainties. Central Asian economies, on the other hand, show a promising GDP growth in the range of 7%-
12% owing to a growing focus on private sector development, education, and finance access.
The USA, Western Europe, and the UK are particularly driving global expansion. Strong consumer demand,
technological leadership, and dynamic capital markets are the primary drivers for the USA markets. Western
Europe, on the other hand, benefits from resilient manufacturing bases, deep integration across regional markets,
and green transition investments, while the UK is leveraging its global financial services sector, innovation
ecosystem, and expanding trade partnerships. In May 2025, the UK government made a historic free trade deal
with India covering multiple industries, including medical devices, electrical machinery, aerospace, and
automotives, amongst others, which is expected to increase bilateral trade between the countries by USD33-
USD349
billion by 2040.
Although the USA aims to hold a significant influence on global financial markets, recent on-and-off trade policy
developments have introduced new uncertainties. The average tariff rate has increased to 24%, though this is
expected to decrease to around 17% following potential changes in tariffs on Chinese goods between Q2 and Q3
2025. The recent announcement of tariff cuts from as high as 145% to as low as 30% by the USA and subsequently
by China to just 10% for 90 days is expected to streamline the trade policies between the two nations, in turn
supporting the USA economy.
Nevertheless, the prevailing uncertainties have contributed to an expected rise in inflation to 3.5–4% in 2025,
alongside a projected increase in unemployment from 4.2% to 5% due to declining immigration and resulting
labor supply constraints. Consequently, the USA real GDP growth is forecasted at a subdued 1.1% for both 2025
and 2026.
Within the central Asia region, Kazakhstan, Uzbekistan, Kyrgyzstan, Turkmenistan, and many more, although
10
they are smaller economies but show a promising GDP growth in the range of 7% -12% between 2024-2029.
Despite a higher inflation due to external price pressures, greater energy prices, and expansionary fiscal policies,
in countries like Turkmenistan, Uzbekistan, and Kazakhstan, the IMF report in 2025 indicates a steady focus on
7
Economic Report on Africa – United Nations Economic Commission for Africa, 2025
8
IMF - World Economic Outlook, April 2025
9
World Economic Forum: ‘Historic Free Trade Deal’
10
Regional Economic Outlook: Middle East and Central Asia, 2025
132private sector development, education, and financial access, which will be responsible for a strong regional
growth.
Africa, considered the second-fastest-growing region after Asia, is backed by rich natural resources, an expanding
consumer market, and a tremendous growth in youth. The region is expected to show a real GDP of 4.1% in 2025.
Despite a steady growth in real GDP, elevated inflation, ongoing debt burdens, and fiscal deficits, as well as
11
currency depreciation, remain key challenges, advocating for urgent reforms in the financing architecture for
debt stabilization, as well as long-term and sustainable growth. The eastern Africa region, although rich in
renewable sources of energy, including geothermal, wind, etc., has a high reliance on inter- and intra-regional
power pools such as oil imports. However, the Zambia-Tanzania-Kenya (ZTK) interconnector for the Eastern
Africa and Southern Africa Power Pools can significantly reduce this dependence, propelling these economies.
Within the GCC region, major countries like Saudi Arabia are indicating a shift from being an oil-based economy
to a non-oil-based economy by means of investments in economic diversification, such as real estate,
manufacturing, and tourism. These newer focus areas are helping to offset the impact of OPEC+ oil production
cuts, which had a strong impact on hydrocarbon output. In this regard, the non-oil GDP growth rate within the
region has outpaced the overall economic growth of 1.8%, averaging at a modest 3.8%. Moving forward, the
region is expected to remain economically resilient owing to its focus on opening up trades in multiple segments,
technology advancements, and overall advancement in urban development.
13.3%
11.3%
9.5% 9.4% 9.2%
8.4%
6.3% 6.6% 6.9% 6.9% 9.0%
4.7% 5.0% 4.2% 5.2% 4.4%
3.0% 3.3% 3.3% 5.5%
4.5% 4.1% 5.2% 4.2% 2.8% 2.7% 3.1% 11.9%
World US UK Spain France Italy Germany China India Ukraine Uzbekistan Kazakashtan Kyrgyzstan Turkmenistan
Across the emerging markets and developing economies, India is on track to become the world’s third-largest
12
economy by 2027 , overtaking Japan and Germany. According to the IMF, India’s GDP is projected to surpass
USD 6.1 trillion by 2029 despite tariffs from the USA. The country has set its sights on achieving developed
economy status by 2047, supported by strong growth projections of 10.2% between 2024 and 2029. This trajectory
is underpinned by rising domestic consumption, substantial public and private investment, expanding international
partnerships (such as the trade policy with the UK), policy reforms under the Atmanirbhar Bharat initiative, and
a thriving micro, small, and medium enterprise (MSME) sector.
Among India’s high-potential industries, the pharmaceutical sector stands out. With a strong foundation in both
domestic and export markets, India’s pharmaceutical sector is well-positioned to capitalize on the country’s
emergence as a global manufacturing hub.
11
The Africa’s Macroeconomic Performance and Outlook 2025
12
Ministry of External Affairs
133
%
,RGAC
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Exhibit 1.3: GDP CAGR at Current Prices, Select Countries, 2019-2029F
CAGR (2019-2024) CAGR (2024-2029F)
Source: World Economic Outlook-April 2025, Frost & Sullivan
Note:F -ForecastThe expansion of emerging markets and developing economies is set to drive demand across strategic sectors,
particularly healthcare, and catalyze global investment. This confluence of favorable conditions across both
developed and developing economies is expected to reinforce a more interconnected, resilient, and sustained
global economic expansion.
OVERVIEW OF THE GLOBAL GDP PER CAPITA
The upward trend in GDP per capita is a key indicator of economic growth, serving as an indirect measure of
enhanced affordability.
GDP per capita is a strong indicator of economic prosperity, providing clear insights into the average income and
subsequent spending capacity of individuals within a country. GDP not only reflects the economic growth and
output, but also the associated well-being of the population in this context.
According to IMF data, despite the current geopolitical challenges, global GDP per capita has shown a sizable
13
expansion, rising from USD 11,550 in 2019 to USD 13,930 in 2024, indicating a CAGR of 3.8%. In 2024,
among the G7 nations (Canada, France, Germany, Italy, Japan, the UK, and the USA; additionally, the European
Union as a non-enumerated member), the USA led with the highest GDP per capita at current prices, reaching
USD 85,812 in 2024, closely followed by Germany, Canada, and the UK. Looking ahead, the GDP per capita
growth in advanced economies is estimated to range between a projected 3-6% from 2024 to 2029, emerging
economies are poised to experience nearly double that growth rate, with India standing out at 8.6% projected
growth during the period.
11.0%
9.1% 9.0%
8.6% 7.6% 7.7%
5.5% 5.8%
5.2%
3.8% 4.3% 3.4% 3.6% 5.7%
2.7% 2.9%
3.6% 3.5% 4.5% 3.1% 2.6% 2.8% 3.0% 6.5% 9.6% 5.8% 6.2% 7.9%
World US UK Spain France Italy Germany China India Ukraine Uzbekistan Kazakashtan Kyrgyzstan Turkmenistan
Alongside the developed economies, countries such as the Philippines, Panama, the Dominican Republic, and
South Africa are also poised to witness sizable growth. Their strengths lie in a robust agriculture sector, logistics,
the Panama Canal’s strategic importance in the global shipping industry, tourism rebound, hydroelectricity
production, and political stability, among other areas. Nevertheless, their smaller size and population render them
relatively less attractive for large-scale investments as compared to India and China.
INDIA MACRO ECONOMIC OUTLOOK
INDIA GDP OUTLOOK
India is expected to outshine several developed and developing economies to emerge as the third-largest
economy by 2027. As developed countries like the USA and other developing nations like China continue to
13
International Monetary Fund (IMF)
134
%
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Exhibit 1.4: GDP per Capita CAGR at Current Prices, Select Countries, 2019-2029F
CAGR (2019-2024) CAGR (2024-2029F)
Source: World Economic Outlook-April 2025, Frost & Sullivan
Note:F -Forecastgrapple with the potential effects of the trade tariffs, accompanied by structural challenges alongside India’s
economy shows resilience and stability, supported by both private consumption and public sector initiatives
6.1
5.1
5.6
4.2
3.6
4.6
3.2
2.8 3.9
3.3
2.7
2019 2020 2021 2022 2023 2024 2025F 2026F 2027F 2028F 2029F
14
India’s GDP is projected to grow at 6.2% in 2025 and 6.6% in 2026, outperforming its Asian and global peers,
where growth is expected to average 2 to 3%. Although China continues to be the strongest market, having enjoyed
growth rates of 5%-6%, India’s forecasted GDP between 2024 to 2029 is expected to be 1.7 times that of China,
considering the latest changes in the geopolitical situations and heightened global trade tensions with the USA.
Despite global inflationary pressures and political unrest, India’s economy has shown remarkable stability,
supported by robust private consumption and public sector initiatives.
India’s resilience during the pandemic, along with the rise of the “China Plus One” strategy, has further elevated
its global economic standing. Meanwhile, China faces headwinds from a weakening property sector, geopolitical
uncertainty, U.S. trade tariffs, and slowing exports, with a projected growth rate of 5.9% from 2023 to 2027.
The country aims to achieve developed economy status by 2047, supported by a projected 9.5% growth rate
15
between 2024 and 2029. India's relatively young population, with a median age of 28.8 (which represents half
14
India: World’s Fastest-Growing Major Economy: Press Information Bureau – Government Of India
15
Economic and Social Commission for Asia and the Pacific
135
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Exhibit 2.1: GDP at Current Prices, India, 2019-2029F
India GDP
Source: World Economic Outlook-April 2025, Frost & Sullivan
Note:F -Forecast
3.4 4.1
2.9 3.7
2.5
3.1
2.1 2.3
2.7
2.4
1.9
2019 2020 2021 2022 2023 2024 2025F 2026F 2027F 2028F 2029F
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Exhibit 2.2: GDP per Capita at Current Prices, India, 2019-2029F
India GDP per capita
Source: World Economic Outlook-April 2025, Frost & Sullivan
Note:F -Forecastof India’s population (~50.5%) falls within the 25 to 64 age group, representing the core working-age
16
demographic ), is one of the major drivers providing a competitive advantage not only in terms of the workforce
but also in the high demand and consumption power of a young population.
Other growth drivers include rising domestic demand, increased global and domestic investment, government
support to improve logistics infrastructure, measures to streamline tax systems, strategic reforms
under Atmanirbhar Bharat, and a thriving small and medium-sized enterprise (MSME) sector.
Being a domestic demand-driven economy, to continue the growth trajectory, India needs to take strong steps
17
towards boosting employment to create at least 90-100 million. Non-farm jobs in the next 5-7 years will boost
the overall economic growth. With the aim of achieving a GDP growth rate of 8%-9% up to 2030, there needs to
be a simultaneous uptick in the employment rate by at least 1.5% per year. India is strategically positioned to
leverage its young population not only for workforce productivity but also for its domestic consumption, driven
by rising income levels and aspirational demand.
INDIA'S GDP GROWTH DRIVERS
INDIA’S GDP GROWTH DRIVERS
Expanding working age demographic
with more than 45% of popula$on in
Growing IT exports and cross
working age
border telecom bandwidth
expansion and focus on
building digital economy
Recent reduc$on in cash reserve
ra$o releasing addi$onal funds
into banking systems Ini$a$ves like Startup India, PLI
etc, bolstering
entrepreneurship and
Rural recovery with consump$on manufacturing
rebound with suppor$ng
employment gains
• Demographic dividend: India is the world’s most populous country with a total population of 1.46
billion as of April 2025 and enjoys a significant demographic advantage, characterized by a rapidly
18
expanding working-age population. In 2022, 49.8% Of India’s population fell within the working-age
bracket of 25 to 64 years, up from 47.8% in 2017, and this share is projected to rise further to 51.7% by
2027. This youthful demographic provides India with a substantial competitive edge in terms of labor
force availability. On the other hand, despite facing relatively high inflation, India’s labor market has
demonstrated considerable resilience.
19
o The unemployment rate witnessed a minor decline to 4.9% , signaling a positive employment
outlook in 2025. India’s large pool of graduates, particularly in Science, Technology,
Engineering, and Mathematics (STEM), many of whom are proficient in English, sets the
country apart in the global talent landscape. This is especially advantageous for skill-intensive
sectors such as pharmaceutical research and development (R&D) and advanced manufacturing.
o across multiple sectors.
• CRR cuts fueling growth with fresh funds: Cash Reserve Ratio in December 2024, the Reserve Bank
20
of India (RBI) cut the Cash Reserve Ratio by 50 basis points, bringing it down from 4.5% To 4%
injecting close to INR 1.16 lakh into the Indian Banking Systems. Lower the CRR, higher the liquidity
and funding capacity, and better the economic growth, owing to more funds available across industries
16
World Bank
17
Indian Economy Growth Rate & Statistics: Indian Brand Equity Foundation
18
World Bank – Population distribution by Age Group, India
19
Government Of India, Ministry of Statistics and Programme Implementation
20
Reserve Bank of India
136and a greater scope for economic growth. In addition, a neutral stance on the repo rate at 6.5% will
balance inflation and thereby further stabilize economic growth.
• Commendatory government reforms for the manufacturing sector: Manufacturing contributed to
21
16–17% of India’s GDP (pre-pandemic) and employs over 27 million workers, and is poised for
significant expansion as well. With prioritization of manufacturing across sectors, including automotive,
engineering, chemicals, pharmaceuticals, and consumer durables through the implementation of policies
like the Production-Linked Incentive (PLI) scheme, PM Gati Shakti- National Master Plan (NMP), and
Industrial development schemes in states with industrial backwardness, the manufacturing sector is
22
expected to account for 25% of GDP by 2025 . These reforms will simultaneously help improve India's
Business Environment Rankings (BER) for infrastructure improvement from the 14th position in the
2018-2022 period to the 10th position in the 2023-2027 period, taking India ahead of the Philippines,
Indonesia, and Vietnam.
• Employment gains in Rural areas to fuel consumption comeback: MSMEs contribute to about 30%
of the country’s GDP, which is further impacted by the employment rates. According to the Periodic
Labour Force Survey (PLFS), there is an improvement in salaried employment, especially with respect
to female labor force participation, with post-graduate women’s employment reaching 39.6% as of 2024.
Initiatives such as MUDRA loans, PLI schemes, and other credit guarantees are, in turn, supporting these
MSMEs in regaining momentum.
• IT exports and digitization boosting productivity: Software development, business process
outsourcing, and many more are amongst the high-skilled employments which are known to enhance
productivity and growth across multiple sectors. Several local IT companies in India have established
global footprints, attracting foreign investments and fostering unprecedented innovation. Also, a strong
penetration of the internet and broadband services has catalyzed the fintech industry as well as e-
commerce. For instance, India's digital infrastructure, led by UPI and the India Stack ecosystem, has
transformed access to payments, insurance, and e-health services.
OVERVIEW OF THE GLOBAL AND REGIONAL HEALTHCARE AND PHARMACEUTICAL
(PHARMA) EXPENDITURE
Federal policies and healthcare reforms, improved economic conditions, and personal health wellness
awareness are contributing to increased healthcare spending. Current health expenditure varies significantly
across countries, with India lagging its Western counterparts.
2K
1357.0 1318.1 1K
1202.5 8.0%
1139.1 1144.8
1K 1037.7 1083.4
1K 7.2% 7.5%
7.2%
1K 7.0%
7.0%
1K
6.5% 6.5% 6.5%
K 6.4%
6.5%
K
K 6.0%
2016 2017 2018 2019 2020 2021 2022
21
India Brand Equity Foundation
22
India: World’s Fastest-Growing Major Economy: Press Information Bureau – Government Of India
137
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Exhibit 2.3: Current Healthcare Expenditure (CHE), Global, 2016-2022
CHE per Capita CAGR (2016-2022) = 4.1%
CHE per Capita CHE as % of GDP
Source: World Health Organization -Global Health Observatory (2025), Frost & Sullivan
Note: CHE data is based on the same period during the year as a country's fiscal data. In the case of countries whose fiscal data are based
on a fiscal calendar (e.g., July to June), this series would be the country's CHE over that same period.
The growth surge in healthcare expenditure in 2021 maybe attributable to pandemic-related spending.
The data is provided based on the latest available numbersGlobal Trends in Current Healthcare Expenditure (CHE)
Current Healthcare Expenditure (CHE) as a percentage of GDP has shown a steady global increase, driven by a
confluence of economic, demographic, and behavioral factors. Rising economic growth has enhanced spending
capacity, enabling greater investment in healthcare infrastructure and services, with a focus on improving
accessibility and quality. Simultaneously, initiatives aimed at enhancing affordability have encouraged broader
utilization of healthcare services.
In the post-pandemic era, there has been a notable shift in public behavior toward wellness and preventive care,
further amplifying demand. While technological advancements in medicine have improved outcomes, they often
come with higher associated costs. Additionally, the growing burden of chronic diseases and aging populations
continues to exert upward pressure on healthcare spending. Both voluntary and government healthcare
expenditures surged in response to the COVID-19 pandemic, contributing to a significant global rise in CHE
from 6.5% of GDP in 2016 to 7.0% in 2022, reflecting a compound annual growth rate (CAGR) of 4.1% over the
period. According to OECD 2023 data, automatic health schemes encompassing government budgets and
insurance now fund mor e than 70% of all healthcare spending of OECD countries, with government schemes
alone accounting for 50%–60% of current health expenditure (CHE) in many markets.
Governmental Role in Healthcare Expenditure
Globally, there has been a consistent increase in government participation in healthcare financing, reflecting a
broader commitment to achieving universal health coverage. Government schemes now account for
approximately 50%–60% of CHE, with higher contributions observed in Western markets, particularly in Europe.
In contrast, government spending remains comparatively lower in regions such as Central Asia and India,
highlighting significant regional disparities.
Developed regions have also seen a marked decline in Out-of-Pocket (OOP) expenditures, which dropped to
around 16%–17% as of 2022. However, in emerging economies particularly in the Central Asia and Caucasus
(CCA) region OOP spending remains high, ranging from 30% to 70%. For instance, In the United Kingdom,
government contributions account for approximately 80% of CHE. In the USA, governmental contributions stood
at 55%, whereas in the CCA countries as well as Eastern Asian Countries, the contribution stood at 14%-15% in
Turkmenistan and 39% in India indicating a wide disparity within the Central and other parts of Asia. While the
specific drivers and magnitudes of healthcare spending vary across regions, the overarching global trend reflects
a growing commitment to healthcare investment. This is evidenced by the consistent rise in CHE as a share of
GDP across both advanced and emerging economies.
Regional Disparities in Healthcare Expenditure
Diverse healthcare landscape across regions integrated with social, economic and demographic factors, create
definitive regional variations in healthcare expenditures.
Healthcare spending varies significantly across regions, with high-income countries in Europe and North America
consistently reporting higher expenditures. In contrast, Central Asian countries excluding smaller nations such as
Burkina Faso and Benin spend nearly half the global average on healthcare. For example, in 2022, North America
allocated approximately 16.7% of its GDP to healthcare, while the EU4 (France, Germany, Italy, and Spain) spent
between 8% and 10%. Meanwhile, Central and East Asia reported healthcare expenditures ranging from just 4%
to 8% of GDP.
Most regions experienced an increase in per capita current healthcare expenditure up to 2020–2021. However,
this trend reversed in subsequent years. Between 2021 and 2022, East Asia and the Pacific saw a 4.7% decline,
while the Euro Area experienced a sharper drop of 7.8%. Sub-Saharan Africa, Latin America, and the Caribbean
were the only regions to record a decline in absolute healthcare spending.
India’s current healthcare expenditure stands at just 3.0% of GDP significantly lower than many of its Asian and
developing peers highlighting substantial potential for the expansion of affordable healthcare solutions. These
disparities in spending largely stem from differences in the maturity of healthcare delivery systems and
reimbursement mechanisms.
Exhibit 2.4: Current Healthcare Expenditure as % of GDP, Select Countries, 2016 and 2022
138GHE as a % of Out-of-Pocket
CHE, 2022, CHE as % of CHE as % of
Country CHE Expenditures as a %
USD Billion GDP, 2016 GDP, 2022
2022 of CHE
US 4247.7 16.8% 16.5% 55.2% 11.1%
UK 342.9 9.8% 11.1% 83.1% 13.3%
Spain 137.5 8.9% 9.7% 74.0% 19.2%
France 330.7 11.5% 11.9% 75.4% 8.9%
Italy 184.5 8.2% 9.0% 74.4% 22.7%
Germany 514.3 11.2% 12.6% 80.3% 10.7%
China 963.8 5.0% 5.4% 54.9% 33.6%
India 113.1 3.5% 3.3% 39.1% 46.0%
Ukraine 13.1^ 7.6% 8.2%^ 52.1%^ 45.3%^
Turkmenistan 4.2 5.6% 5.4% 14.9% 79.2%
Kazakhstan 8.3 3.4% 3.7% 61.5% 30.9%
Kyrgyzstan 0.59 6.4% 4.9% 53.7% 38.4%
Tajikistan 0.8 7.0% 7.6% 23.4% 65.2%
Uzbekistan 5.9 4.7% 7.4% 34% 65.3%
Ghana 2.7 3.4% 3.7% 55.4% 25.0%
Nigeria 20.43 3.6% 4.3% 14.5% 76.1%
Liberia 0.54 9.9% 13.5% 9.6% 62.2%
Niger 0.68 4.5% 4.4% 35.3% 40.3%
Mauritiana 0.44 3.2% 4.5% 39.2% 40.8%
Sierra Leone 0.32 15.8% 7.9% 19.0% 52.7%
Senegal 1.14 4.3% 4.1% 22.0% 48.8%
Guinea 0.78 5.4% 4.0% 18.4% 55.5%
Guinea – Basso 0.14 8.3% 8.1% 13.6% 64.9%
Togo 0.49 6.6% 6.0% 11.0% 63.2%
Benin 0.47 2.8% 2.7% 19.2% 42.5%
Burkina Faso 1.3 6.0% 6.8% 40.2% 34.6%
Source: World Health Organization - Global Health Observatory (2025), Frost & Sullivan
Data provided as per the last updated/ latest available numbers on the Global Health Observatory
Note: ^ Represents 2021 data, * represents 2019 data, ** represents 2020 data
Exhibit 2.4.1: Domestic General Government Health Expenditure as % of GDP, India, 2019 to 2022
Country GHE as a % of GDP
Year 2022 2021 2020 2019
India 1.0% 1.2% 1.4% 1.3%
Source: World Health Organization - Global Health Observatory (2025), Frost & Sullivan
Data provided as per the last updated/ latest available numbers on the Global Health Observatory
Pharmaceutical expenditures have risen in parallel with overall healthcare spending, largely driven by the
increasing prevalence of chronic diseases, a growing elderly population, the rise of self-medication practices,
and the relative affordability of pharmaceuticals compared to alternative treatment options.
Global pharmaceutical spending has remained consistently within the 1%–2% of the GDP range across all regions.
This steady growth is driven by several key factors, including rising healthcare demands, continuous
advancements in medical treatments, and broader access to medications. The increasing prevalence of chronic
diseases, heightened health awareness among patients and caregivers, and the expanding geriatric population,
particularly in developed nations, are all contributing to a sustained rise in demand for pharmaceutical products.
Furthermore, the introduction of innovative drugs and therapies, encompassing both small and large molecules,
has further fueled investment in the pharmaceutical sector. As countries work to strengthen healthcare
infrastructure and promote equitable access to essential medicines, pharmaceutical spending is expected to
continue its upward trajectory, playing a pivotal role in shaping the future of global healthcare expenditure.
Regionally, pharmaceutical spending reflects similar patterns observed in overall current health expenditure
(CHE), though significant disparities persist across different areas.
139GLOBAL PHARMACEUTICAL MARKET OVERVIEW
OVERVIEW OF THE GLOBAL PHARMA MARKET
There is a general rise in awareness amongst patients and caregivers, alongside a growing geriatric population
and a simultaneous increase in chronic illnesses; the Pharma industry is poised for robust growth in the next
5-7 years. In addition, the introduction of new therapies and the launch of more generics due to the patent
cliffs will further propel growth.
2076.0
1406.9 1447.2 1450.6 1524.0
1180.5 1211.8
2019 2020 2021 2022 2023 2024 2029F
Supported by a growing novel therapy pipeline, the global pharma industry is set to showcase robust growth. The
industry is at a critical juncture with a surge in innovative therapies as well as a potential influx of generics with
multiple blockbuster therapies going off patent, indicating strong supply dynamics. For instance, in 2024, the
23
USFDA approved 50 novel drugs with 64% being small molecule therapies and 36% large molecules (including
monoclonal and bispecific antibodies, cell and gene therapies, and peptide therapies).
On the other hand, there is a rising demand for healthcare owing to large demographic shifts in chronic diseases,
heightened awareness amongst patients and caregivers alike, and an improvement in public health insurance,
further propelling growth. In this regard, the OTC market has also gotten a thrust post-pandemic with consumer
empowerment to self-manage small ailments, eCommerce growth, trends in preventive care, and innovations in
formulations. In 2024, the top 15 companies captured more than 50% revenue share of the market. However, there
is a surge of small to mid-segment players in the industry, which are significantly contributing to the therapeutic
novel pipelines and are expected to slowly capture a greater market share of over 50% by 2029-2030. Most leading
players, owing to a loss of patents of their blockbuster drugs, will likely lose market share through the forecast
period, replaced by emerging as well as small to mid-segment biopharma companies.
The pandemic had a critical impact on global businesses, exposing the inherent vulnerabilities in global supply
chains, rampant price volatility, and an overreliance on Chinese manufacturing hubs. However, it also catalyzed
innovation, particularly in cutting-edge technologies such as mRNA-based therapies. Between 2024 and 2029,
the global pharmaceutical market is projected to grow at a CAGR of 6.4%, outpacing the historical growth rate of
5.2% observed from 2019 to 2024.
Some of the key growth drivers solidifying this growth momentum include:
• Ageing Population: The global population is undergoing a critical demographic shift, with the
percentage population over 60 expected to nearly double from 12% to 22% by 2050, reaching around 2.1
24
billion . This demographic shift in the aging population is a critical driver for the pharma industry,
considering it creates a greater demand for innovation as well as generics drugs, as the increase in age
23
Food and Drug Administration (FDA)
24
World Health Organization (WHO)
140
noilliB
DSU
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amrahP
labolG
Exhibit 3.1: Global Pharma Market, 2019-2029F
CAGR (2019F-2024)= 5.2% CAGR (2025F-2029F)= 6.4%
Source: IQVIA,Evaluate Pharma, Frost & Sullivan
Note: F -Forecastwill result in greater prevalence of chronic diseases and age-related conditions, thereby driving demand
for drugs targeting conditions like hypertension, diabetes, osteoporosis, and neurodegenerative diseases.
• Growing Prevalence of Chronic Diseases: Chronic diseases are emerging as a global health challenge
affecting patients across all demographics. In fact, one in three adults suffers from multiple chronic
25
conditions (MCCs), and non-communicable diseases account for over 70% of global deaths in 2019
according to the WHO, World Health Statistics Report, 2024. Developing nations are witnessing a sharp
rise in chronic disease burden due to urbanization, lifestyle changes, and aging populations. For instance,
India has seen a 25% increase in diabetes prevalence over the past decade, while sub-Saharan Africa is
experiencing a surge in hypertension and cardiovascular diseases. With the global economic burden of
chronic diseases projected to reach USD 47 trillion by 2030, the demand for pharmaceuticals is set to
grow. Lifelong treatment regimens are often necessary for managing these conditions, further fueling
market expansion. Cancer, another major contributor to chronic disease prevalence, continues to escalate,
with the global incidence projected to increase by nearly 47% between 2020 and 2040, reaching
approximately 28 million cases annually. As a result, pharmaceutical demand will continue to be
bolstered by the need for sustained treatment regimens.
• Expansion of Health Insurance: The expansion of health insurance coverage has improved global
access to pharmaceuticals. In India, the number of individuals covered by health insurance rose from
approximately 482 million in FY2014 to over 572 million in FY2024, largely due to government
initiatives like Ayushman Bharat. In Central Asia, across countries like Kazakhstan, health reforms aim
at progressing towards Universal Health Coverage (UHC), where the country transitioned to social health
26
insurance (SHI) In 2020, which now covers about 84% of the population (2024), ensuring equity,
access, and service quality. On a global scale, the Universal Health Coverage (UHC) service coverage
index increased from 51% in 2000 to 68% in 2021, reflecting broader access to essential health services.
This growing insurance penetration has played a pivotal role in reducing out-of-pocket healthcare
expenses and enhancing the affordability of essential medications, particularly in low- and middle-
income countries.
• Consumer Behavioral Shifts: Post the pandemic, there is a significant shift in consumer behavior in
terms of taking proactive measures in managing health. There is a notable shift towards preventive care,
which is spurring the demand for pharmaceuticals, particularly the over the counter (OTC), nutritional
supplements, and other wellness solutions. Consumers are increasingly prioritizing early diagnosis,
medication adherence, and proactive disease management, with the help of digital tools, leading to a
general rise in telemedicine, e-pharmacies, further fueling pharmaceutical sales.
• Patent-cliff Driven Value Growth: Several blockbuster drugs such as Revlimid, Tecfidera, and
Vyvanse faced patent expiry between 2019 to 2024, opening avenues for the launch of low-cost generics,
significantly improving access to essential medications. Looking ahead, the period from 2025 to 2029 is
expected to witness another wave of expirations, unlocking a significant opportunity for generic
manufacturers such as Alembic Pharmaceuticals, Zydus Pharma, Aurobindo Pharma, and many more, in
small molecule generics alone. This shift is poised to reshape market dynamics and broaden treatment
accessibility globally.
GLOBAL PHARMA MARKET BY MODALITIES
25
World Health Statistics, 2024- Monitoring health for the SDGs, Sustainable Development Goals
26
WHO - Health systems in Action – Kazakhstan – 2024 Edition
141Exhibit 3.2: Global Pharma Market by Exhibit 3.3: Growth Rate of Global
Modality, 2019, 2024, 2029F, USD Billion Pharma Market by Modality, 2019-
2029F
794.3
2029F
1,281.7 8.9%
Large Molecule
6.8%
519.0
2024
1,005.0
5.0%
Small Molecule
372.7
2019 4.5%
807.8
Large Molecule Small Molecule CAGR (2024-2029F) CAGR (2019-2024)
Source: IQVIA,Evaluate Pharma, Frost & Sullivan
Source: IQVIA,Evaluate Pharma, Frost & Sullivan
Note: F-Forecast
Note: F-Forecast
Small molecules have historically dominated the pharma markets owing to their affordability and ease of
administration, including a very broad therapeutic coverage. In 2024, small molecule drugs accounted for USD
1,005.0 billion, capturing nearly 65.9% of the total global pharmaceutical market. The segment showcased a
relatively modest CAGR of 4.5% (2019–2024) and is expected to grow at a CAGR of 5.0% (2024–2029F). Its
dominance by value will remain intact due to widespread usage in both acute and chronic therapies, a strong
generics base, and a high volume of global prescriptions.
Also, small molecules will remain pivotal in the expansion of access in underserved geographies, where pricing
sensitivity, infrastructure limitations (in the form of logistic and regulatory pathways favor their adoption over
complex biologics. Small molecules offer scalable solutions for high-burden disease areas and continue to lead
in terms of volume-driven growth, global reach, and cost-effectiveness. With continued R&D pushing their
therapeutic potential and ongoing patent cliffs generating new generics, small molecules are well aligned with the
industry needs and will continue to dominate the global pharma markets.
In contrast, large molecule drugs, or biologics, are gaining momentum, with a strong projected growth of 8.9%
between 2024 to 2029. The segment was valued at USD 519.0 billion in 2024 and expected to reach USD 794.3
billion in 2029. M&As and industry partnerships are expected to continue to propel innovation within the segment.
Apart from branded biologics, biosimilars, which are almost 60% cheaper, are gaining momentum, particularly in
oncology, autoimmune diseases, and diabetes. Initiatives such as the FDA’s June 2024 proposal that will allow
interchangeable biosimilars without switching studies, expediting approvals, and the Centers for Medicare &
Medicaid Services (CMS) now permitting biosimilar substitutions in formulary maintenance, supporting
Medicare and Medicaid adoption, will lead to an improved biosimilar demand and subsequent adoption.
GLOBAL PHARMACEUTICAL SMALL MOLECULE MARKET BY DRUG TYPE
Innovator drugs will keep gaining market share with breakthrough science and expanded utilization to new
therapy areas such as obesity/ weight loss, diabetes, and oncology. On the other hand, generics companies have
been transforming the pharma landscape through constant innovation (specialty and branded generics like
injectables), product diversification, accompanied by cost-saving strategies through low-cost production
technologies that easily navigate regulated and unregulated markets effectively.
The pharmaceutical industry is undergoing a dynamic shift, driven by a wave of innovative, potentially curative
therapies that are redefining growth trajectories. While these novel treatments—targeting critical unmet needs
such as anti-obesity and NASH—are propelling the innovator segment, their high costs and limited accessibility
to developed markets have intensified healthcare spending. The innovator segment currently accounts for 51.3%
142of the global pharma market, valued at USD 782.6 billion in 2024 and projected to reach USD 1,119.0 billion by
2029. As patents for many of these therapies expire, they pave the way for more affordable generic alternatives,
promoting health equity and cost containment.
Exhibit 3.4: Global Pharma Market by Exhibit 3.5: Growth Rate of Global Pharma
Drug Type, 2019, 2024, 2029F, USD Billion Market by Drug Type, 2019-2029F
1,119.0
2029F
957.1 7.4%
Innovators
5.9%
782.6
2024
741.5
5.2%
Generics
588.6
2019 4.6%
591.9
Innovators Generics CAGR (2024-2029F) CAGR (2019-2024)
Source: IQVIA, Evaluate Pharma, Frost & Sullivan
Source: IQVIA, Evaluate Pharma, Frost & Sullivan
Note: F-Forecast
Note: F-Forecast
Governments worldwide are responding to rising healthcare costs by encouraging generic drug adoption. In
emerging markets, this includes mechanisms like compulsory licensing, while regulated markets offer incentives
such as market exclusivity and favorable reimbursement policies. The generics segment, valued at USD 741.5
billion in 2024, represents 48.7% of the global market and is poised for accelerated growth due to the impending
patent cliff, particularly for small-molecule drugs. This shift is expected to unlock a USD 145 billion opportunity
over the next 5–7 years. Generics typically capture up to 66.1% of the market in their first-year post-launch, rising
to
82.7%27
by the second year, underscoring their growing dominance.
Pharma companies are increasingly diversifying their portfolios with reformulated generics such as extended-
release, inhalable, and implantable formulations, enhancing both efficacy and patient convenience. There is also
a strong push toward specialty and complex generics, supported by strategic sourcing partnerships across Eastern
Europe and Latin America, and the adoption of advanced technologies like AI, and predictive analytics. These
efforts are helping generic manufacturers streamline operations, mitigate supply chain risks, and maintain
competitiveness alongside innovator companies.
Globally, while demand for innovative therapies continues to rise, generics remain essential due to their
affordability and accessibility, especially in regions with high out-of-pocket healthcare spending. Even
traditionally brand-focused markets like the Middle East are shifting toward generics, supported by incentives and
streamlined regulatory pathways. In developed markets, Japan has set a target of 80% generic penetration, Canada
28
has implemented pricing reforms to stabilize generic costs (with generics priced between 25%–55% of branded
29 30
drugs), and the USA sees generics accounting for over 90% of prescriptions. Europe has reached nearly 60%
penetration, while APAC shows mixed dynamics—Australia and South Korea are driving growth, whereas Japan
is experiencing a decline in market share.
GROWTH DRIVERS AND MARKET DYNAMICS OF THE GLOBAL GENERICS PHARMA
MARKET
27
Factors Associated with Generic Drug Uptake in the United States, 2012 to 2017, Pubmed, National Centre for Biotechnology Information
28
Canadian Generic Pharmaceutical Association
29
Association for Accessible Medicines
30
Medicines for Europe
143• Impending Patent-cliff: Several notable novel therapies catering to cardiovascular, oncology, and
metabolic segments have gone off patent in the last year, which presents a potentially large and lucrative
window for the introduction of new generics into the pharmaceutical market. Moreover, some drugs that
have a higher demand for lack of alternative therapies, can even reach this level in as little as 30 to 90
days of launch. Looking ahead to 2024–2029, a surge in generic drug approvals combined with a rapid
adoption is expected to reshape the pharmaceutical landscape, benefiting both consumers through lower
costs and generics-focused companies through expanded market opportunities.
• Persistent Drug Shortages in Key Markets: Drug shortages have emerged as a critical global issue,
particularly acute in major pharmaceutical markets like the USA. Unlike oral generics, which typically
see multiple manufacturers enter the market after patent expiration, specialized drugs such as injectables
often have only a few approved producers, making the supply chain more susceptible to disruptions.
Also, manufacturing delays due to natural disasters, supply chain disruptions, and geopolitical instability,
further add to the challenges. Moreover, with an already challenging supplier network, issues with the
procurement of API, KSM, excipients, and specialized packaging materials can make the situation more
strained.
• Uneven Price Erosion: Government initiatives and the private sector are together contributing to the
explosive growth in the generics market, but at the same time, they have also increased competition,
exerting a downward pressure on prices. A recent analysis by the U.S. Food and Drug Administration
31
(FDA) highlights this trend: when only one generic version of a drug is available, the median discount
compared to the invoice-based wholesale price is approximately 30%-35%. This discount increases
significantly with market competition, rising to 43.8% with two generics and reaching 55% when three
are available and about 70% when four generics are launched. Indian pharmaceutical companies hold a
competitive edge in this environment, benefiting from lower manufacturing costs and strong research
and development capabilities. These advantages enable them to sustain profitability even in the highly
competitive U.S. generics market. In response to pricing pressures and commoditization, a growing
number of technologically advanced firms are shifting focus toward complex generics.
o Although generics are typically more affordable than branded drugs, the prolonged price
erosion appears to have stabilized. In some cases, prices even increased in early 2025,
signaling a potential shift in market dynamics. This trend may benefit generic pharmaceutical
companies that can scale production, fortify supply chains, and maintain high-quality
standards, positioning them to fill critical gaps and capture greater market share.
GLOBAL PHARMACEUTICAL SMALL MOLECULE MARKET BY FORMULATION TYPE
Although oral solid dosage forms (OSDs) capture the majority of the market by value, injectables are emerging
as the fastest-growing drug delivery segment, outpacing traditional oral solids growth, due to their superior
bioavailability, rapid therapeutic action, and ability to address the limitations of oral drug absorption. With
advancements in drug formulation and delivery systems, injectables are becoming the preferred choice for
treating chronic diseases, complex conditions, and biologic therapies.
31
Generic Competition and Drug Prices: New Evidence Linking Greater Generic Competition and Lower Generic Drug Prices
144Exhibit 3.6: Global Small Molecule Exhibit 3.7: Growth Rate of Global
Pharma Market by Formulation Type, Small Molecule Pharma Market by
2019, 2024 and 2029F, USD Billion Formulation Type, 2019-2029F
664.0
3.0%
2019 103.5 Oral Solids
94.9 4.3%
769.8
3.8%
2024 124.6 Injectables
110.8 6.3%
950.6
3.1%
2029F 169.2 Others
161.9 7.9%
Oral Solids Injectables Others CAGR (2019-2024) CAGR (2024-2029F)
Source: Evaluate Pharma, Frost & Sullivan
Source: Evaluate Pharma, Frost & Sullivan
Note: F -Forecast
Note: F -Forecast
As the global pharma market continues to evolve, formulation types play a crucial role in shaping the trends.
Historically, oral solid dosage forms have dominated the industry, capturing the largest share, accounting for over
70% of the small molecule market. In 2024, OSDs were valued at USD 769.8 billion and projected to grow with
a modest CAGR of 4.3% through 2029. However, these drug forms are witnessing a declining profitability owing
to constant pricing pressures, strong competition, distributor consolidation, and buyer concentration, especially in
developed markets such as the USA.
Contrary to that, the injectables market is emerging as a significant driver of the pharma industry, which can be
attributed to its improved bioavailability, especially being promising in biologic drug delivery and higher efficacy.
The segment has especially benefited from the rise in biologic therapies such as monoclonal antibodies, vaccines,
and peptide therapies, which require injectable forms of drug administration. Nevertheless, the small molecule
injectables segment is also gaining traction owing to their enhanced bioavailability, rapid absorption, and precise
dosing, making them suitable for both acute and chronic conditions.
The small molecule injectable drugs market was therefore valued at approximately USD 124.6 billion in 2024,
with a projected growth of 6.3% up to 2029, reaching USD 169.2 billion. Across the injectables market, antibiotics
and antivirals, as well as injectable chemotherapy drugs, are some of the leading small-molecule therapies driving
the market. As the prevalence of chronic diseases increases, there is a simultaneous rise in advanced therapies
such as mRNA-based small molecule therapies, hormonal therapies, etc., paving way for the advancement of the
injectables segment. Furthermore, a growing preference for long-acting formulations and novel drug delivery
mechanisms has positioned injectables as a cornerstone of pharmaceutical innovation.
In addition, innovations across novel drug delivery mechanisms, such as nanoparticles, liposomes, and degradable
implants, are further improving the stability, bioavailability, and therapeutic impact of injectable drugs. These
advancements are especially considered beneficial for acute and chronic conditions by reducing the frequency of
dosing and improving compliance. As the market expands, the shift towards patient-friendly, precise, and effective
injectables continues to gain momentum, offering superior therapeutic outcomes across diverse patient
demographics. The market is also witnessing the emergence of newer formulations such as long-acting injectables
(LAIs) and drug delivery technologies like auto-injectors, which are driving the demand and enhancing patient
compliance. Injectables are preferred over oral solid dosages (OSDs) for their profitability and pricing stability,
32
facing fewer competitors (5–7 vs. 12–15 for OSDs). While OSDs may see up to 95% price erosion post-generic
entry, injectables typically face only 60–70%.
32
The Evolution of Supply and Demand in Markets for Generic Drugs
145Injectable drug manufacturing is far more complex and capital-intensive than oral solid dosages (OSDs), requiring
sterile environments, aseptic processing, and advanced technologies like lyophilization. Building a sterile facility
can cost over USD 200 million and take up to three years, with global supply chain issues adding delays.
Regulatory agencies like the FDA and EMA impose strict standards due to sterility risks, often requiring extensive
clinical data even for generics. Manufacturing changes post-approval can trigger reassessments, increasing costs
and timelines. Additionally, the need for specialized skills in aseptic techniques and nanoparticle engineering has
created a global talent shortage, making capacity expansion and sustained production a major challenge.
GLOBAL SMALL MOLECULE PHARMACEUTICAL MARKET BY THERAPY AREA
The global burden of chronic diseases is rising steadily, driven by lifestyle-related risk factors such as poor diet,
physical inactivity, and urbanization. This has led to a surge in demand for long-term therapies to manage
conditions like cardiovascular diseases, diabetes, and obesity. Between 2024 and 2029, the chronic therapies
segment is expected to grow significantly, supported by an expanding patient base and advancements in
personalized medicine and therapeutic technologies. In 2024, chronic diseases, including Oncology, Central
Nervous System (CNS), and Cardiovascular (CVS), account for over 35% of the global pharmaceutical market.
These segments are expected to maintain momentum due to repeat prescriptions and extended treatment durations.
Oncology remains the largest and fastest-growing chronic therapy area. The market is valued at USD 182.9 billion
in 2024 and is projected to grow at a CAGR of 7.5%, reaching USD 262.7 billion by 2029. Growth is driven by
innovation in targeted therapies, immunotherapy, and biologics, alongside a rising global cancer incidence. The
CNS segment is gaining traction due to increasing cases of neurodegenerative and psychiatric disorders such as
depression, schizophrenia, Parkinson’s, Alzheimer’s, and multiple sclerosis. The market grew from USD 82.8
billion in 2019 to USD 84.4 billion in 2024 and is forecasted to reach USD 116.6 billion by 2029. Pain
management, particularly chronic pain, is a key growth driver within CNS, with both anesthetic and non-anesthetic
drugs contributing to expansion.
Hormone therapies are emerging as a high-growth area, supported by rising awareness and broader indications
for hormone replacement and growth hormone treatments. The market is valued at USD 14.3 billion in 2024, with
an expected CAGR of 10.6%, reaching USD 23.6 billion by 2029. Conditions related to aging, women’s health
(e.g., menopause, thyroid), and male hormonal deficiencies (e.g., hypogonadism) are fueling this growth.
Additionally, the global hormone therapies market, specifically for HRT and growth hormone treatments, is
projected to grow from CAGR of 6%-7%.
GLOBAL ONCOLOGY SMALL MOLECULE PHARMACEUTICAL MARKET
Driven by cutting-edge innovations in the form of cell and gene therapies, immunotherapies, antibody drug
conjugates, and bispecific antibodies, as well as strategic investments and a deeper understanding of cancer
biology, the oncology sector is bound to showcase strong growth.
The oncology segment accounts for ~18%-22% of the total pharmaceutical market and remains the fastest-
growing therapy area, projected to grow at a 7.5% CAGR through 2029. With a general shift towards precision
health, Oncology is undergoing a rapid transformation, marked by advancements in diagnosis, treatment,
management, and monitoring. According to the International Agency for Research on Cancer (IARC), an
estimated 20 million new cancer cases were diagnosed globally in 2022, resulting in 9.7 million deaths. By 2040,
the number of new cancer cases per year is expected to rise to 29.9 million, and the number of cancer-related
33
deaths to 15.3 million. , underscoring the persistent and significant unmet medical need. Economically, the
34
impact is profound, with the global cost of cancer between 2020 and 2050 projected to reach USD 25.2 trillion. ,
reflecting the immense strain on healthcare systems worldwide.
33
National Cancer Institute
34
Estimates and Projections of the Global Economic Cost of 29 Cancers in 204 Countries and Territories From 2020 to 2050
146262.7
182.9
169.9
137.1 146.3 144.3 152.2
2019 2020 2021 2022 2023 2024 2029F
Whilst being categorized as a single therapeutic area, oncology encompasses over 20 distinct indications, with
breast cancer, multiple myeloma, non-small cell lung cancer (NSCLC), prostate cancer, and kidney cancer
35
collectively representing 50-60% of the oncology market . Factors including demographic shift, advances in
precision medicine and other targeted immunotherapies, and lifestyle changes predisposed to disease will drive
the oncology market from USD 182.9 billion in 2024 to reach USD 262.7 billion with a CAGR of 7.5%.
Across the different therapies approved for oncology treatment, five of the top 20 drugs in 2024 generated over
36
USD 5 billion. in annual revenue, each, highlighting the sector's prominence. Across regions, emerging regions
(including some of the unregulated but developing economies) are expected to contribute the highest to the
Oncology segment growth, which is attributable to the improved access to cancer therapies in these regions.
The global oncology landscape is undergoing a profound transformation, driven by rising cancer incidence,
sustained R&D investment, and the evolution of cancer into a chronic condition. By 2050, annual cancer cases
are projected to exceed 35 million, a 77% increase from 2022, with low (99%) and medium HDI (142%) countries
expected to see the most dramatic proportional rise in both incidence and mortality. Countries of High Human
Development Index (HDI) such as the USA, Canada, France, the UK, Japan, amongst others are also expected to
experience the largest absolute increase, with an additional 4.8 million new cases projected in 2050 compared to
37
2022 . This surge underscores the urgent need for affordable and accessible treatments, particularly in resource-
limited settings. Innovation in oncology is further accelerated by technological advancements and robust R&D
efforts, with over 8,800 clinical compounds in development representing more than 40% of the global pipeline in
38
2025, up from 35.2% in 2019 and 26.8% in 2010 .
In addition, novel modalities like radioligand therapies are expanding therapeutic potential, while expanded
indications and early-line integration are broadening patient access. The market is also poised for significant
volume growth due to upcoming patent expirations worth nearly USD 50 billion between 2025 and 2029, driving
the adoption of generics and biosimilars. Whilst oncology-specific biosimilars are seeing significant uptake, there
39
is also a strong push for small molecule generics, with some molecules reaching over 60% of volume uptake
within the first three years. Despite persistent drug shortages and supply chain challenges, generic manufacturers
are playing a vital role in stabilizing access. Moreover, the specialized nature of oncology therapies ensures greater
immunity to price erosion, reinforcing their long-term profitability and strategic importance in global healthcare.
GLOBAL SMALL MOLECULE ANTI-INFECTIVES MARKET
With the growing prevalence of AMR infections, both emerging and developed nations showcase a continued
demand for antibiotics, resulting in the segment witnessing a growth of 2-5% in the next five years.
35
IQVIA, Global Oncology Trends, 2024, 2025
36
Evaluate Pharma
37
Global cancer burden growing, amidst mounting need for services, WHO
38
Citeline: Pharma R&D Annual Review 2025
39
IQVIA - Biosimilars in the United States 2023–2027
147
DSU
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ygolocnO
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noilliB
Exhibit 3.8: Global Small Molecule Oncology Market, 2019-20298F
CAGR (2019-2024) = 5.9%; CAGR (2024-2029F) =7.5%
Source: Evaluate Pharma, Frost & Sullivan
Note: F -Forecast; The numbersrepresent only Small Molecule SegmentAnti-infectives are an important class of drugs characterized by a wide range of infectious diseases, including
viral, bacterial, parasitic, or fungal. Some of the key indications include respiratory infections, hospital-acquired
infections, HIV, pneumonia and many more. Valued at USD 108.9 billion in 2024, the global systemic anti-
infectives market is expected to show a modest CAGR of 2.3% to reach USD 122.4 billion in 2029. Due to a very
small pipeline of development, the anti-infectives market is expected to witness slower growth compared to other
segments. Whilst the COVID-19 pandemic provided a boost to the segment between 2021-2022, owing to a
stronger push towards anti-microbial and anti-bacterial therapy pipelines, post-pandemic, the market showed a
sudden decline due to the termination of these clinical trials and also a simultaneous decline in terms of demand,
across all regions, resulting in a deviation from its growth trajectory. The rise in CAGR is attributable to the
continued demand for antibiotics to pre-pandemic levels and growing demand from emerging markets with
expanding healthcare access. Whilst a growing biologics pipeline within antibiotics could result in a stronger
biologic segment growth, the small molecules segment will showcase a moderate growth through the forecast
period.
135.5
129.9
120.7 122.4
108.9
70.1 71.0
2019 2020 2021 2022 2023 2024 2029F
Source: Evaluate Pharma, Frost & Sullivan
F: Forecast; The forecast numbers represent only the small molecule segment
DIFFERENT CLASSES OF ANTIBIOTICS
Antibiotics are primarily grouped into different classes based on their chemical structure, the spectrum of
activity, mechanism of action, and effectiveness against different bacteria.
Antibiotics are powerful, lifesaving drugs used to fight infections. Before the beginning of the 20th century,
infectious diseases accounted for high global mortality, and the average life expectancy was 47 years, even in the
40
industrialized world . Since the discovery of penicillin in 1928, antibiotics have revolutionized medicine, saving
millions of lives. These therapies are indispensable in treating infections, preventing complications during
surgeries, and supporting immune-compromised patients. The discovery of antibiotics helped tackle many
infections and paved the way for conducting advanced surgical procedures such as organ transplants and cancer
treatment, thus reducing preventable deaths. Antibiotics largely helped increase average life expectancy by 23
41
years . Overall, antibiotics capture the majority in the anti-infectives market in the range of 45%-50%.
Given the wide utility of antibiotics, several classes have been discovered over the decades to address the
multitude of bacterial challenges. Some of the key classes of antibiotics are listed
below42
:
GLOBAL BETA-LACTAM AND CEPHALOSPORIN DRUG MARKET
Beta-lactams are critical lifesaving drugs used to treat bacterial and protozoan infections, with dominant
revenue contribution from cephalosporins, which are broad-spectrum antibiotics largely used in hospitals.
40
NCBI: The treasure called antibiotics
41
Science Direct: Antibiotics- past, present, future
42
Science Direct, PMC
148
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Exhibit 3.9: Global Small Molecule Systemic Anti-infectives Market
CAGR (2019-2024) = 5.1% CAGR (2024-2029) = 2.4%Within the anti-infectives segment, antibiotic classes such as Beta-lactam and beta-lactamase inhibitors are the
most widely used classes. These include penicillin and its derivatives, such as methicillin and amoxicillin, as well
as other groups of antibiotics known as the cephalosporins, carbapenems, and monobactams. These therapies have
the ability to fight against a broad spectrum of bacterial and protozoa infections and are prescribed for treatment
of a multitude of infections, including Urinary Tract Infections (UTI), respiratory infections, skin infections,
Complicated Intra-Abdominal Infections (cIAI), Nosocomial infections (hospital-acquired pneumonia, ventilator-
associated pneumonia), blood stream infections, to name a few. The global small molecule beta-lactam market
captures about half of the antibiotics market (USD24-26 Billion).
Whilst LMIC countries are the key drivers of this market segment, developed markets such as the USA are also
showing a surge in demand for beta-lactams, owing to the rising burden of common infections such as UTI as
well as serious infections like sepsis (lifetime incidence of 50−60% in adult women in the USA), as well as high
incidence of nosocomial infections (15% of all hospitalized patients suffer from these infections) is expected to
propel growth in the market. Especially across the unregulated markets, schemes, and campaigns such as ReAct
– Action on Antibiotic Resistance, India’s National Action Plan on AMR, which includes awareness campaigns,
infection prevention, and regulation of antibiotic sales, are some of the initiatives that are propelling antibiotic
uptake. Also, African countries are taking multiple measures, including their individual National Action plans,
43
the WHO’s Global AMR Surveillance System (GLASS) WHO’s Antimicrobial Stewardship Training Package
(enabling healthcare providers with the right skills in managing AMR cases) and many more, which is expected
to propel the regional markets.
Global Cephalosporin Drug Market
Cephalosporins are a class of beta-lactam antibiotics widely used to treat a variety of infections caused by both
Gram-positive and Gram-negative bacteria. Since their discovery in 1945, there have been constant advancements
in terms of structural modifications to enhance their spectrum of activity and resistance to bacterial enzymes.
Their broad-spectrum efficacy makes them particularly valuable for empiric therapy, especially in serious
infections either an unknown causative organism or multiple pathogens are involved, such as in febrile neutropenia
or polymicrobial anaerobic infections which often require combination therapies for comprehensive coverage,
achieving synergistic effects. Cephalosporins are well-suited for these scenarios due to their compatibility with
other antibiotic classes and their ability to target a wide range of bacterial species.
Each structural change has given rise to a new generation. So far, there are five generations of cephalosporins,
with select examples listed in the table below:
Key Cephalosporin Products Across Different Generations
1st Gen 2nd Gen 3rd Gen 4th Gen 5th Gen
• Cephalothin • Cefuroxime • Cefotaxime • Cefepime • Ceftobiprole
• Cefazolin • Cefuroxime • Ceftazidime • Cefozopran • Ceftaroline
• Cefadroxil Axetil • Ceftriaxone • Cefpirome • Ceftaroline
• Cephalexin • Cefaclor • Cefdinir • Cefedericol Fosamil
• Cephradine • Cefprozil • Cefixime • Cefoselis • Ceftolozane
• Cefroxadine • Cefoxitin • Cefpodoxime • Cefquinome
• Ceftezole • Cefmetazole (Proxetil)
• Cefatrizine • Cefminox • Ceftibuten
• Cefazedone • Cefotetan • Ceftizoxime
• Cefalonium • Cefsulodin • Cefcapene
• Flomoxef Pivoxil
• Ceforanide • Cefditoren
• Cefamandole Pivoxil
• Cefonicid • Cefoperazone
• Cefotiam
• Cefprozil
• Cefteram
Pivoxil
• Latamoxef
• Cefpiramide
43
WHO - Urgent action needed to tackle growing antimicrobial resistance threat in African region
149Key Cephalosporin Products Across Different Generations
• Cefodizime
• Cefetamet
Pivoxil
• Cefmenoxime
• Ceftiofur
• Cefovecin
Narrow spectrum; Better Gram-negative A wider spectrum of Broadest spectrum Broad spectrum; active
good Gram-positive coverage (more beta- action compared to of action; active against the common
activity and relatively lactamase stability) C1G and C2G. Less against high-level Gram-negative
modest Gram- but less active than the cephalosporinases of bacteria; some Gram-
negative activity; Staphylococcal narrow spectrum Enterobacteriaceae positive activity (drug-
made inactive by activity against Gram- and P. aeruginosa resistant
Gram-negative beta- positive cocci but (better beta- S.pneumoniae); notable
lactamases (derived much more active lactamase stability) for activity against
from against Methicillin-resistant
Cephalosporium Enterobacteriaceae S.aureus (MRSA),
acremonium) and P. aeruginosa unlike any other beta-
lactam antibody
Source: WHO CC; Drug Bank; Frost & Sullivan
Note: Drugs highlighted in BOLD are available with Cotec Healthcare
The five generations of cephalosporins are useful against skin infections, UTIs, lower respiratory tract infections,
sexually transmitted diseases, surgical prophylaxis, and other infections like meningitis. These compounds are
also useful in combination with other antibiotics, such as penicillin, aminoglycosides, or beta-lactamase inhibitors.
Across the smaller sub-segments of antibiotics, cephalosporins dominate the market, contributing to about half of
the antibiotics market (USD 12-14 Billion), owing to the broad-spectrum activity of these drugs as well as their
comparatively superior safety profile with mild adverse effects. Historically, growth in the cephalosporin segment
has been driven by: (i) the launch of novel beta-lactam-related drugs (such as cefiderocol or ceftobiprole); (ii) the
use of new antibiotic combinations, including beta-lactamase activity inhibitors (for instance,
ceftazidime/avibactam, ceftolozane/tazobactam). It has allowed for the continued dominance of cephalosporins
across its five generations.
While market growth was impacted during COVID-19, resulting from a decline in clinic visits and elective
procedures, the market is expected to resume its growth trajectory given the continued high infectious disease
prevalence, increase in R&D activity, efforts to improve access to antibiotics, and upcoming genericization of the
latest generation of cephalosporins, thus making them more affordable. Resultantly, the market is forecasted to
grow at a CAGR of 3-6% between 2022 and 2029.
Due to their broad-spectrum antibacterial activity, low toxicity, and relatively low incidence of allergic
reactions, cephalosporins are highly effective in managing multi-pathogen infections and play a critical role in
treating severe hospital-acquired infections. Their clinical advantages make them a preferred choice in inpatient
settings, where injectable formulations are commonly used. However, this trend varies by region. In areas such
as Central and South America and Southeast Asia, oral cephalosporin formulations are more prevalent,
comprising around 60% and 80% of the market share, respectively, due to differences in healthcare infrastructure
and prescribing practices. Cotec Healthcare is involved in the cephalosporin segment, with a portfolio particularly
focused on third-generation cephalosporin antibiotics. The company offers a wide range of products, including
Cefixime, Cefprozil, Cefoperazone, and Ceftriaxone. These formulations are designed to address various
indications such as meningitis, typhoid fever, urinary tract infections (UTIs), bone and joint infections, respiratory
tract infections, and ENT infections. In addition to its third-generation offerings, Cotec Healthcare also
manufactures first, second, and fourth generations of cephalosporins. Its products are available in various dosage
forms, including injectables (both liquid and dry), capsules, and tablets, catering to diverse clinical needs and
patient preferences.
GLOBAL NUTRACEUTICALS MARKET
Nutraceuticals play a pivotal role in preventive healthcare, chronic disease management, and overall wellness and
are driven by aging populations and a shift toward natural and functional health solutions. These classes of
supplements include dietary supplements, which include vitamin D, calcium, and omega-3 capsules, mainly
targeting bone health, cardiovascular function, and immune resilience. These are amongst the most administered
150nutraceuticals and are available in various formulations such as tablets, capsules, powders, and liquids. Apart from
these, the other commonly used supplements include Probiotics like Lactobacillus and Bifidobacterium. Across
the fast-growing Nutraceuticals market, Cotec Healthcare contributes to the dietary supplements segment through
its portfolio spanning key supplements such as calcium, iron, vitamin C, vitamin D, and B-complex vitamins (B1,
B2, B12), as well as zinc and folic acid. These supplements are available in tablet and capsule formats to meet
general consumer health requirements. With its growing popularity for health management, the nutraceuticals
market is valued at USD 361.2 billion in 2024 with an expected CAGR of 8.3% to reach USD 537.6 billion in
2029.
537.6
361.2
336.0
313.8
291.5
269.3 247.0
2019 2020 2021 2022 2023 2024 2029F
The global nutraceuticals market is experiencing robust growth, driven by an aging population, rising health
awareness, and the increasing prevalence of chronic diseases. By 2030, over 20% of the global population will be
aged 60 and above, fueling demand for dietary supplements and functional foods aimed at managing lifestyle-
related conditions such as obesity, diabetes, cardiovascular disease, and cognitive decline. Countries like France
and Germany are piloting reimbursement models for prescribed nutraceuticals, while private insurers in the U.S.
and Canada are integrating clinically validated supplements into chronic disease management plans. The COVID-
19 pandemic further accelerated demand for immune-boosting supplements like Vitamin C, D, and zinc.
Simultaneously, the expansion of e-commerce and direct-to-consumer channels, supported by subscription models
and influencer-driven marketing, is reshaping consumer access and engagement. Innovative formulations—
ranging from capsules and powders to functional beverages and gummies—are attracting diverse demographics,
especially younger consumers drawn to products like collagen drinks and nootropic-infused supplements. This
convergence of demographic shifts, technological innovation, and evolving healthcare strategies is positioning
nutraceuticals as a cornerstone of preventive and personalized health management.
GLOBAL HORMONES MARKET
Driven by expanding therapeutic applications, rising chronic disease burden, and increasing access through
public health initiatives, the small molecule hormones market is poised for sustained growth with a strong
demand across both developed and emerging markets, leading to a CAGR of 10.6% in the next 5 years.
The global Hormones market is expected to witness steady growth, which is attributable to the rising awareness
of reproductive health and associated advancements in the availability of Hormonal therapies, as well as a general
increase in the prevalence of endocrine disorders across various age groups and genders. The market is valued at
USD 14.3 billion in 2024 and is expected to reach USD 23.6 billion by 2029, registering a CAGR of nearly 10.6%.
The Hormones market essentially comprises a wide range of products, including progestins, estrogens, androgens,
and corticosteroids. These products have a wide application across multiple therapy areas, including
contraception, hormone replacement, oncology, and chronic inflammatory conditions. The market is primarily
driven by a growing demand for hormone therapies, long-acting formulations, as well as a steady push by a
growing aging population, as well as a growing application of these innovative therapies in chronic disease
management. On the other hand, there is an enhanced regulatory support for generics and greater adoption of
hormonal therapies in emerging markets, which continue to broaden access and contribute to volume expansion
151
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Exhibit 3.11: Global Nutraceuticals Market, 2019-2029F
CAGR (2019-2024) = 7.9% CAGR (2024-2029) = 8.3%
Source: Frost & Sullivan
Note: F - Forecast; The market values include both pharmaceuticals and non-pharmaceutical products.of these therapies. Whilst developed/mature markets remain value-dense, emerging regions are contributing to
incremental growth in this market through improved diagnosis rates and health system coverage for hormonal
indications.
23.6
14.3
13.0
12.0
11.1
10.1
8.9
2019 2020 2021 2022 2023 2024 2029F
The global hormones market exhibits distinct regional patterns shaped by demographics, healthcare infrastructure,
reimbursement models, and public health priorities. While demand is universal, the therapeutic focus, ranging
from reproductive health to endocrine and inflammatory conditions, varies significantly by geography.
Hormonal therapies are becoming key drivers in chronic disease management, especially in women’s health,
metabolic and endocrine disorders, and supportive oncology care. Long-term use in conditions like menopause,
hypothyroidism, and autoimmune diseases sustains demand, while corticosteroids and thyroid hormones remain
staples. Public health programs in low- and middle-income countries, backed by the WHO and United Nations
Population Fund (UNFPA) are expanding access to hormone-based contraceptives, especially injectables. Rising
adoption of HRT, gender-affirming treatments, and puberty-suppressing agents is broadening their reach. A strong
generics pipeline and local manufacturing efforts are improving affordability and access. With stable pricing,
essential medicine status, and predictable demand, hormonal therapies offer resilient margins and strategic value
for manufacturers.
SMALL MOLECULE PHARMA MARKET BY REGIONS
Driven by a higher demand for innovative therapies, higher prices for comparable products and the
infrastructure to support innovation, Regulated Markets continue to dominate the global pharma markets.
Particularly North America, accounts for over 50% of the total share in 2024. Emerging markets are outpacing
developed economies in healthcare growth, driven by population expansion, rising disease burden, increased
government prioritization of health, growing private sector investment in infrastructure, and the scaling of
local manufacturing capabilities
152
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Exhibit 3.12: Global Hormones Market, 2019-20298F
CAGR (2019-2024) = 9.8%; CAGR (2024-2029F) =10.6%
Source: Evaluate Pharma, Frost & Sullivan
Note: F -ForecastExhibit 3.13: Global Small Molecule Exhibit 3.14: Global Small Molecule
Pharma Market by Regulated vs. Pharma Market by Regulated vs.
Unregulated, 2024 and 2029F Unregulated, 2024 and 2029F
771.1 2.8%
2019-
2024
2024
233.9 4.1%
969.8 4.7%
2024-
2029F
2029F
311.9 5.9%
Regulated Unregulated Regulated Unregulated
Source: Frost & Sullivan Source: Frost & Sullivan
Note: F -Forecast Note: F -Forecast
Exhibit 3.15: Global Small Molecule Exhibit 3.16: Global Small Molecule
Pharma Market by Regions, 2024 and Pharma Market by Regions, 2024 and
2029F 2029F
528.6 2.1%
202.3 2.6%
2019-
2024 186.6 6.9%
2024
35.2 6.3%
52.3 1.9%
638.6 3.9%
251.8 4.5%
2024-
2029F 277.3 8.2%
2029F
51.2 7.8%
62.7 3.7%
North America Europe North America Europe
APAC Middle East and Africa APAC Middle East and Africa
LATAM and Caribbean LATAM and Caribbean
Source: Evaluate Pharma,Frost & Sullivan Source: Evaluate Pharma,Frost & Sullivan
Note: F -Forecast Note: F -Forecast
Across the global pharmaceutical market, the regulated segment accounts for approximately 76–77% of the total
market value. Countries such as the USA, Canada, Australia, Japan, South Korea, Saudi Arabia, the UK, France,
and others are early adopters of innovative therapies, including high-cost treatments nearing a million dollars per
dose. This drives growth in the innovator drug market, increasing healthcare expenditure and prompting
governments and insurers to promote cost-effective generics where possible, a trend common across developed
economies. Regulated markets are defined by stringent oversight from agencies like the US FDA, Australia’s
TGA, Japan’s PMDA, the UK’s MHRA, and the European Medicines Agency (EMA). These bodies ensure drug
153safety, efficacy, and quality across manufacturing, marketing, and distribution. Despite tight regulations, these
markets remain hubs of pharmaceutical innovation. As inflation eases, regulated countries may adopt value-based
or dynamic pricing models to better align with market conditions and consumer needs. Within APAC’s regulated
markets, Australia and South Korea show mixed growth dynamics, while Japan faces market share decline due to
pricing pressures.
North America leads the regulated segment, projected to reach USD 638.6 billion by 2029, maintaining a 45–50%
share of the global market. The United States alone contributes 40–45%, driven by high healthcare spending,
strong R&D infrastructure, and a regulatory framework that supports innovation. Growth is further fueled by the
rapid adoption of anti-obesity drugs and expanded indications for oncology therapies. Europe is expected to reach
USD 251.8 billion by 2029, with a CAGR of 4.5%. Despite newer regulatory hurdles like the EU Health
Technology Assessment (HTA) starting with oncology drugs in 2025 and expanding to orphan drugs by 2028, the
region maintains a 23–25% global market share, supported by robust R&D, insurance coverage, and high
diagnosis rates.
In the Asia Pacific, regulated markets such as Australia, Japan, and South Korea show CAGRs of 3–5%. Japan is
countering pricing pressures through investments in biologics, biosimilars, and personalized medicine, with
pharma companies forming joint ventures to boost R&D. Australia benefits from strong regulatory support via
the Therapeutics Good Administration (TGA) and Pharmaceuticals Benefit Scheme (PBS), while South Korea’s
growth is led by companies like Samsung Bioepis, Celltrion, and Samsung Biologics, supported by bio-cluster
investments and international collaborations.
In contrast, the unregulated segment comprising India, China, the Middle East, Africa, and Latin America
accounts for 23–25% of the global market in 2024 and is expected to grow at double-digit rates, outpacing the
global average. Over 40% of this growth is driven by the adoption of generics, especially in countries like India,
China, Indonesia, Egypt, Turkey, Russia, and others. These markets are gaining ground as developed nations
tighten healthcare budgets, while emerging economies invest in infrastructure, domestic manufacturing, and
insurance expansion.
In APAC’s unregulated markets, India and China lead the charge. India’s growth is fueled by Ayushman Bharat,
widespread generic adoption (nearly 90% of prescriptions), and a shift from acute to chronic disease burdens.
These factors are driving sustained demand for pharmaceuticals. In Central Asia, countries like Kazakhstan and
44
Uzbekistan dominate, with prescription drugs making up 60–70% Of the market. Turkmenistan relies heavily
on imports managed by government agencies, while Tajikistan faces challenges due to limited insurance coverage
and high out-of-pocket expenses (around 70–72%), impacting market growth.
The Rest of the World (RoW)—including Latin America, the Middle East, and Africa—is also experiencing
strong growth. The Middle East and Africa are projected to grow at a CAGR of 7.8% between 2024 and 2029,
driven by improved infrastructure, rising health expenditures, and increased access to generics. Governments are
expanding insurance, incentivizing local manufacturing, and partnering with global firms to improve access and
affordability.
As urbanization and healthcare access improve, demand is shifting toward treatments for noncommunicable
diseases like cancer, diabetes, and cardiovascular conditions. This opens new opportunities for global pharma
companies to expand portfolios into emerging markets. For example, Kazakhstan recently completed Phase II
trials for a promising anti-cancer drug, and Novo Nordisk partnered with Aspen Pharmacare in South Africa to
locally produce insulin and improve access across Africa.
INDIA PHARMACEUTICAL INDUSTRY OVERVIEW
The Indian Pharmaceutical Market (IPM) is witnessing robust growth, driven by a confluence of demographic,
economic, and policy-related factors. These include a rising burden of chronic diseases, expanding insurance
coverage, increasing demand from Tier II and III cities, and government initiatives aimed at improving drug
accessibility.
44
IQVIA – Eurasian Pharma Markets, 2024
154INDIA PHARMACEUTICAL INDUSTRY OUTLOOK
38.3
24.3
22.7
21.2
19.8
16.6 17.2
2019 2020 2021 2022 2023 2024 2029F
Source: Frost & Sullivan
NOTE: Only includes domestic market. Almost 80-90% of the market is small molecule market
The Indian pharmaceutical market is witnessing a value increase from USD 16.6 billion in 2019 to 38.3 billion in
2029, with an expected CAGR of 8.0% between 2019 to 2024 to reach USD 20.13 billion and a further CAGR of
9.5% between 2024 to 2029. The small molecule segment accounts for 80% - 90% of the total market, in 2024 by
value as well as in terms of volume of drugs, with the biologics (including biosimilars) segment ranging between
45
USD 4.5 to USD 5.5 billion in 2024. The IPM is ranked third in the world in terms of pharmaceutical
production volumes contributed by generics, OTC drugs, other bulk drugs as well as contract research and
manufacturing industry, and is amongst the fastest growing pharma industries in the world. A growing chronic
patient population, improved insurance penetration, growth in trade generics, demand from tier II and III cities,
and a greater focus of local and union government bodies through schemes focused on drug access are propelling
growth in the IPM. The government spending on healthcare in India is witnessing an upward trajectory, with 2023
46
values reaching USD 66.4 billion .Key segments of IPM include Generics, APIs, Vaccines, Biosimilars, OTC
medicines, amongst others. Renowned for its cost-effective and high-quality pharmaceuticals, India has earned
the global reputation of being the “Pharmacy of the World”.
INDIAN PHARMACEUTICAL INDUSTRY CHARACTERISTICS
OUTLOOK BY THERAPY AREAS
45
Press Information Bureau, Government of India
46
India Brand Equity Foundation
155
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Exhibit 4.1: India Pharma Market, India, 2019-2029F
CAGR (2019-2024)= 8.0%
CAGR (2024-2029F) =9.5%Systemic Anti-infectives (SAI), Cardiovascular (CVS), Gastro-intestinal (GI), and Anti-diabetics are the top 4
therapy areas contributing to over 45% of the market in 2024. Furthermore, Pain Management (PM) is a key
area expected to grow on par with the CVS segment at a CAGR of 10.2% and 10.0% respectively, between 2024
and 2029. The nutraceuticals segment is another strong growth area with a CAGR of 9.8% between 2024 to
2029.
Exhibit 4.3: Growth Rate of Domestic Pharma
40.0 Market by Therapy Area, FY19-FY29F
0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0%
38.3 SAI 5.7%
8.0%
3.5 0.6 20.0 24.3 3.4 0.7 CNS 7.8% 9.4%
16.6 2.2 0.4 2.8 CVS 9.4%
2111 .... 1165 00 .. 43 1312 .... 5272 0.5 25 .. 32
PM
8.9%1 10 0.0 .2%
%
0.0 21 .. 60 3.4 5.0 HM 7.7% 9.2%
FY19 FY24 FY29F
ONCO 4.6%
8.0%
AT&M 7.1%
8.7%
V/M/N 8.6% 9.8%
CAGR (FY19-FY24) CAGR (FY24-FY29F)
Source: Frost & Sullivan
Note: Others (not displayed in the chart) include Respiratory, Blood, Sensory Organs, Immunology,
Genitourinary, etc. AT&M is Alimentary Tract and Metabolism and represents only the anti-diabetics segment,
HM is Hormones and is separated from the AT&M segment, which constitutes the anti-diabetics, ONCO is
Oncology, PM is Pain Management and has been separated from the CNS segment; V/M/N represents the
vitamins, Minerals, and Nutrients segment.
Aligned with the disease epidemiology, the leading therapeutic areas in the Indian Pharmaceutical Market (IPM)
in 2024 were systemic anti-infectives, central nervous system (CNS) (including pain management), and
cardiovascular system (CVS). These segments contributed 14.0%, 13.0%, and 13.3%, respectively, to the overall
market in FY24. They are projected to grow at compound annual growth rates (CAGRs) ranging from 8%-10%
between FY24 to FY29. In addition to these, Hormonal therapies and oncology account for 1.7% and 1.9%
respectively, in 2024 and are expected to grow at a CAGR ranging from 8%-9% between FY24 to FY29. Pain
management, an important segment of CNS, is also expected to show a considerable CAGR of 10.2% between
FY24 to FY29 owing to a surge in acute and chronic pain conditions.
OUTLOOK BY DOSAGE FORMS
Across the IPM, 70.1% of the market is commanded by oral solids; the fastest growth is expected in inhalation
and liquid formulations at a CAGR of 10.5% each between FY24-FY29.
156
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Exhibit 4.2: Domestic Pharma Market by
Therapy Area, FY19 to FY29F
Systemic Anti-Infectives (SAI) Central Nervous System (CNS)
Cardiovascular (CVS) Pain Management
Anti-Diabetics (AT&M) Oncology
Hormones Vitamins/ Minerals/ Nutrients
Total80.0
60.0
38.3
40.0 0.9
4.8
24.3 5.5
0.5
20.0 16.6 0.3 3.3 3.3
2.1 2.4 26.8
17.1
11.6
0.0
FY19 FY24 FY29F
Source: Frost & Sullivan
Note: Others have not been displayed on the charts. “Others” segment includes implantable, inhalable, aerosol,
etc.
Oral solid dosage forms continue to dominate the Indian pharmaceutical market, primarily due to their ease of
administration, patient convenience, and dosing flexibility. These advantages contribute to their widespread
adoption and affordability. The segment is poised for sustained growth, supported by ongoing innovations such
as modified-release formulations, orally disintegrating tablets, lipid-based systems, coated particles, and multi-
particulate delivery technologies. As a result, the oral solids market is projected to grow at a CAGR of 9.5%,
rising from USD 17.0 billion in FY24 to USD 26.8 billion by FY29.
Simultaneously, other formulation types, including injectables, inhalations, and oral liquids, are also experiencing
steady growth. Injectables are favored for their rapid onset and precise dosing, while inhalation and topical
formulations are preferred for their targeted, disease-specific action. Oral liquids are gaining traction, particularly
in pediatric and geriatric care, and implants are beginning to establish a presence in the Indian market.
The "others" category, encompassing implants, sprays, inhalation products, and more, is expected to register the
strongest growth, with a projected CAGR of 12.9% between FY24 and FY29. Meanwhile, the injectables segment,
valued at INR USD 3.3 billion in FY24, is forecast to grow at a CAGR of 8.2%, reaching USD 4.8 billion by
FY29.
KEY GROWTH DRIVERS FOR THE IPM
Evolving chronic disease prevalence supported by growing awareness amongst patients, growing urbanization
paving way for increased affordability, government schemes such as the Production Linked Incentive (PLI),
Strengthening of Pharmaceutical Industry (SPI), and Pradhan Mantri Bhartiya Janaushadhi Pariyojana
(PMBJP) are fueling demand for pharmaceutical products, thereby leading to strong growth. These initiatives
will improve domestic production and reduce import dependency. While high out-of-pocket (OOP) expenditure
continues to steer demand toward cost-effective generics, this trend further strengthens the generics market,
positioning it as a key engine of sectoral growth.
In 2025, the union budget allocated INR 1,03,280 crore to health and family welfare, Ayush, and health research
indicating an 8.3-fold increase from INR 12,482 crore in 2014–15. As disease prevalence continues to rise
programs like Ayushman Bharat and the National Health Mission have expanded coverage and infrastructure,
with the share of OOP expenses in total health expenditure dropping from 62.6% to 39.4% between 2015 and
2025, indicating improved financial protection for citizens.
157
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Exhibit 4.4: Domestic Pharma Market by Exhibit 4.5: Growth Rate of Domestic Pharma
Dosage Forms, FY19 to FY29F Market By Dosage Forms, FY19-FY29F
10.5%
Inhalants
10.1%
8.2%
Injectables
6.1%
10.5%
Liquids 9.3%
9.5% Oral Solids
8.0%
0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0%
Oral Solids Liquids Injectables Inhalants Total CAGR (FY24-FY29F) CAGR (FY19-FY24)The IPM is showcasing a promising growth in the next 3-5 years, which is attributable to multiple government
initiatives such as Free Drug Service initiative (FDSI), Scheme for Strengthening of Pharmaceuticals Industry
(SPI) for financial assistance for improving manufacturing infrastructure of MSMEs are some of the key initiatives
which are propelling local pharma manufacturing. Under the National Health Mission (NHM), state and Union
Territories receive financial and technical support there by ensuring steady supply of life saving medicines at
public healthcare facilities.
Also, there are additional access- focused schemes creating lucrative opportunities for public sector operations for
the pharma companies and CDMOs in India. For instance, PMBJP, implemented by the Department of
Pharmaceuticals, is a flagship scheme that provides generic medicines at significantly lower prices through over
16,000 Janaushadhi Kendras across the country where in medicines are procured via open tenders from both public
sector undertakings and private manufacturers. These ensure a stable supply chain for public procurement
agencies like the Central Government Health Scheme (CGHS) and Jan Aushadhi Kendras, thereby supporting
pharma companies in operating within the public sector, through a transparent and cost-effective model,
improving access to essential medicines.
Some of the key drivers for the IPM include:
• Rising prevalence of Chronic diseases: India is experiencing a steady rise in the prevalence of both
communicable and non-communicable diseases, creating a large market for pharmaceutical drugs. The
country contributes to almost 15%-20% of the global burden for highly prevalent diseases (including
47
respiratory infections (~20%), cardiovascular (~14%-15%), diabetes (17%-19%), cancer (8%-9%) .
This increase is largely driven by changing lifestyles, environmental factors, and rapid urbanization. By
2025, India is expected to witness a growth in the elderly population to reach 158.7 million (11.1% of
48
the total population ), with chronic conditions becoming more prevalent among older adults. For
49
instance, diabetes affects 10–11% of those aged 45–59 and rises to 14–15% in those above 59, while
50
hypertension ranges from 18–40% depending on age. Furthermore, Urbanization, growing at 2–2.3%
annually, adds nearly 10–11 million people to cities each year, further contributing to the rise in chronic
diseases. With these demographic and environmental shifts, the prevalence of chronic conditions is
expected to continue increasing.
• Enhanced Drug Accessibility: The government has taken significant steps to improve drug affordability
and accessibility. The (PMBJP, launched in 2008) aims to provide affordable generic medicines through
dedicated Janaushadhi Kendras. From fewer than 100 stores in 2014, the network has expanded to 16,000
51
outlets as of June 2025, offering a product basket of 2047 drugs . Off these total Janaushadhi kendras,
more than 50% are based in Tier I cities, whilst about 43%-44% being in Tier II and remaining in Tier
III cities and these ensure steady access of generic drugs across regions. Simultaneously, the government
52
has developed 1,74,453 Ayushman Bharat Health and Wellness Centers as of 2024, further enhancing
healthcare access across the country.
• Rise in insurance penetration: Health insurance coverage has expanded significantly, enabling broader
access to healthcare services across all socio-economic segments. By 2025, about 55%-56% of
53
individuals in India are expected to be insured, which translates to over 700 million people reflecting
growing awareness and affordability. Apart from that, the Pradhan Mantri Jan Arogya Yojana (PM-
JAY), policy aims to offer medical coverage of INR 5 lakh per family per year for secondary and tertiary
54
care hospitalization, there by covering more than 12 crores poor and vulnerable families (constituting
the bottom 40% of India’s population).
• Expanding Tier II and Tier III cities: Whilst major metros like Delhi and Mumbai remain key markets,
pharmaceutical companies are increasingly targeting Tier II and III cities across India such as Nashik,
Indore, Visakhapatnam, Jaipur, Mohali, Surat, and Dehradun. These cities offer advantages like lower
competition and real estate costs, along with growing healthcare infrastructure. In addition to that the
47
US-India Chamber of Commerce: Clinical Trial Opportunities in India
48
Health of the Elderly in India: Challenges of Access and Affordability
49
Gender and Age Differentials in Prevalence and Pattern of Nine Chronic Diseases Among Older Adults in India: An Analysis Based on Longitudinal Ageing
Study in India
50
Worldbank
51
Pradhan Mantri Bhartiya Janaushadhi Pariyojana (PMBJP)
52
Ministry of Health and Family Welfare
53
IRDAI
54
National Health Authority - Pradhan Mantri Jan Arogya Yojana (PM-JAY)
158shift is also supported by enhanced insurance penetration, increase in ecommerce platforms as well as e-
pharmacy platforms such as Tata 1mg with an extensive distribution network and growing patient
inclination towards localized care.
EVOLVING DYNAMICS OF PUBLIC PROCUREMENT - MARKET STRUCTURE AND VALUE
CHAIN
India’s public sector, guided by a robust legal and regulatory framework, plays a key role in ensuring access to
essential medicines, particularly for underserved populations. Central and state agencies, including Central
Government Health Scheme (CGHS), PSUs, Ministry of Health and Family Welfare (MHFW), the National
Health Authority (NHA), the Central Drugs Standard Control Organization (CDSCO), and the Department of
Pharmaceuticals (DoP), use structured, multi-stage pharmaceutical tendering processes to procure high-quality
drugs through fair and competitive bidding. It ensures transparency, quality, and cost-efficiency while enabling
Indian pharma companies to secure steady revenue streams via long-term contracts. Through policy, procurement
mechanisms, and regulatory oversight, the government supports both public healthcare delivery and industry
stability. Across the Indian Pharmaceutical Market, government agencies and public sector entities are amongst
the largest buyers of pharmaceuticals, mandating a highly regulated process for procuring pharmaceutical drugs.
One of the primary mechanisms through which the government ensures drug availability is centralized tendering
and procurement. The pharmaceutical tendering process in India’s public sector is a comprehensive, multi-stage
procedure designed to ensure transparency, cost-effectiveness, and quality in drug procurement. The bidding and
tendering process is governed by the Drugs and Cosmetics Act, 1940, the Indian Contract Act, 1872, as well as
the Sale of Goods Act, 1930, and the Competition Act, 2002. Also, under section 124 of the DC Act, the Indian
Pharmacopoeia has laid the quality standards for the drugs being sold in India, which has also created the standard
for cGMP in the country.
CGHS is responsible for supplying medicines to government employees, pensioners, and their families. On the
other hand, individual State Health Departments manage the drug procurement at state-wide hospitals and
healthcare centers. Separately, the Public Sector Undertakings (PSUs) in Pharmaceuticals are the government-run
pharma companies engaged in bulk drug procurement, and the Defense & Railways Health Services supply
medicines for military personnel and railway employees. In addition, stand-alone agencies like HLL Lifecare
Limited and Government Medical Store Depots (GMSDs) also play a role. These entities float tenders for bulk
procurement of medicines, which are then distributed to public hospitals and health centers under schemes like
the PMBJP and Ayushman Bharat schemes.
A typical drug tendering process usually follows a Two-Step Tendering which separates the technical and
financial bids. The tendering process is a step-by-step approach as mentioned below.
• The procurement process begins with the Tender Inviting Authority (TIA) issuing a public tender notice
via official e-procurement portals and print media. The tender document outlines eligibility criteria,
pricing structures, GMP requirements, and quality control and assurance procedures. Prospective bidders
review these details and attend a pre-bid meeting for clarifications. Based on feedback, the TIA may
issue a corrigendum to revise the tender terms.
• Once finalized, bidders prepare submissions including technical documents (licenses, certifications,
declarations), along with the Earnest Money Deposit (EMD) and tender fees. Documents are uploaded
to the TIA’s e-procurement portal and sometimes submitted physically. Bidders analyze market trends
and the Last Purchase Rate (LPR) to determine competitive pricing, which is entered into the Bill of
Quantity (BOQ), the financial bid component.
• The TIA conducts a technical evaluation to verify document authenticity, eligibility compliance, and the
bidder’s capacity to deliver quality products. If discrepancies arise, bidders are given time to clarify and
provide additional information. Only those meeting all technical requirements are deemed qualified, and
their names are published before moving to the financial evaluation.
• In the financial evaluation, bids of technically qualified participants are opened. A comparative rate chart
ranks the bidders as L1 (lowest quote), L2, L3, etc. Non-L1 bidders may be invited to match the L1 rate
to expand the supplier pool. Typically, L1 is awarded 60% of the contract volume, while L2 receives
40% at the L1 price. This ensures competitive pricing and supply continuity, reducing dependency on a
single vendor.
• After final selection, the TIA issues a Letter of Intent (LOI) to successful bidders, requesting submission
of the signed agreement, performance bank guarantee, and other required documents. This leads to the
signing of a formal rate contract.
159• With the contract in place, the TIA issues purchase orders (POs) for the awarded items. Suppliers begin
raw material procurement and production planning. Manufacturing is conducted under strict quality
control, with samples tested at various stages. Once approved by the Quality Control (QC) department,
goods are packed and handed over to logistics for dispatch.
• The approved pharmaceutical products are dispatched on a door-delivery basis to the designated
consignees. Each shipment is accompanied by essential documentation, including invoices, Certificates
of Analysis (COA), batch manufacturing records, and other statutory papers. The supplier also uploads
dispatch details to the purchaser’s portal for tracking and verification. Upon receipt of the goods, the
consignee generates a Goods Receipt Note (GRN) and sends samples for post-delivery quality testing to
confirm compliance with the required standards.
• Finally, payments are processed based on the GRN and the results of the standard quality (SQ) tests. If
the products meet all quality parameters, the purchaser releases the payment as per the agreed terms. The
procurement cycle is considered complete once all purchase orders are fulfilled, payments are made, and
both parties have met their contractual obligations. This marks the formal closure of the tendering
process.
PUBLIC PROCUREMENT ECOSYSTEM IN THE IPM
With the help of initiatives like the Jan Aushadhi Scheme, the public sector creates a self-reliant, globally
competitive, and accessible pharmaceutical ecosystem that benefits both manufacturers and the public. As per
an economic survey of the Ministry of Finance in 2025, the government’s share in total healthcare expenditure
increased from 29% in FY19 to 48% in FY2255
Public Procurement Ecosystem
Pharma company Warehouses
Last Mile
Delivery with 3rdParty Logis4c vendors
Union Level
Public
State Level
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Drug procurement in India is a multifaceted process governed by a complex web of policies, regulations, and
agencies operating at various levels. Overall, the government spent USD 66.4 billion on Healthcare in India in
2024, with the public health expenditure standing at 2.5% of the country’s GDP in 2025 as per IBEF’s Economic
Survey 2024-25. Approximately 10%-12% of the government’s health budget is allocated to hospitals and health
centers, primarily for the procurement of generic medicines. The public procurement ecosystem functions through
centralized and decentralized models, requiring collaboration with stakeholders across the supply and demand
chain. On the supply side, pharmaceutical companies must coordinate with hospitals, clinics, and district-level
health facilities, while managing diverse drug categories and adhering to rigorous manufacturing and quality
control standards. According to the Ministry of Health and Family Welfare Audit report in 2020-2021, the CGHS
was allocated a total budget of INR 3,435.6 crores for Procurement of Drugs and Medical Treatment. State
agencies like TNMSC procured more than 300 essential drugs in 2023. Also, agencies such as the Armed Forces
55
Ministry of Finance
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(2-3 years), under the QC standards (like iden5fying NSQ
products, Adherence to Schedule M, etc.)
• Good receipt note (GRN), invoices, Cer5ficates of Analysis
(COA), and batch manufacturing records sent by consignee Advantages of Public
along with samples for post delivery quality tes5ng confirming
compliance with regulatory standards (including clinical and Sector Opera$ons
non-clinical tests).
• Consistent Revenues with
• Procurement in revenue lock ins for the either Centralized or duraFon of the contract
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formats depending on the end-users complexregulatory landscapes • Lower operaFng costs • Establishmentasthe
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• Immunitytoprice erosion
TIA: Tender Invi5ng Authority; EMD–Earnest Money Deposit;
NSQ: Not of Standard Quality ProductMedical Services (AFMS) holds 130 hospitals in different parts of the country with a drug list of over 1000 drugs.
Similarly, the Indian Railways provide health services through
12956
hospitals and 586 health units.
To participate in public sector procurement, pharma companies must meet stringent eligibility criteria. These
typically include registration with the State Drug Control Authority, adherence to Indian Pharmacopeia (IP)
standards, and compliance with the Essential Medicines List (EML) or government health program requirements.
The revised Schedule M now aligns Indian manufacturing practices with global standards, incorporating
Pharmaceutical Quality Systems (PQS), Quality Risk Management (QRM), and protocols for continuous
monitoring and post-market quality verification. Financial stability is also crucial, with the latest Supreme court
ruling out the clauses for minimum revenue requirement which override the Public Procurement Policy for MSEs,
2012. This change mandates at least 25% of procurement from MSMEs with the court ruling that the minimum
turnover requirement need to be rational and proportional. Earlier, the turnover requirements varied from anything
between INR 5 crore to INR 20 crore to as high as INR 50 crore, depending on the type of contracts (state level,
zonal level, national level etc.).
Public sector engagement offers significant strategic advantages. Government schemes such as Jan Aushadhi and
procurement by state governments through dedicated medical corporations ensure consistent demand and high-
volume sales, particularly benefiting generic drug manufacturers. Long-term contracts spanning 2–3 years provide
revenue lock-ins and business continuity.
Moreover, supplying to government programs enhances brand visibility and public trust, positioning companies
as preferred suppliers and fostering long-term partnerships. Successful participation not only strengthens domestic
market presence but also opens avenues for international expansion.
ELIGIBILITY CRITERIA FOR PROCUREMENT
To ensure working with qualified, complaint and capable pharma manufacturers, the government of India has
created a comprehensive set of eligibility criteria for a company to participate in India’s public pharmaceutical
procurement ecosystem supplying medicines to government hospitals, public health programs, and schemes
like Jan Aushadhi and many more.
• Mandatory registration with centralized drug control authorities: Any pharma company applying
for a government drug procurement tender must be legally registered entity under the Companies Act,
2013 with a valid Drug Manufacturing License under the Drugs and Cosmetics Act, 1940. It should also
be registered with the Central Drugs Standard Control Organization (CDSCO) or the relevant State Drug
Control Authorities in case willing to operate with state government procurement agencies. These
registrations confirm that the company is authorized to manufacture and distribute pharmaceutical
products in India.
57
• Adherence to key protocols and policies: Adherence to Schedule M , which outlines the key Good
Manufacturing Practices is a crucial mandate for any pharma company operating in the country. The
recently revised Schedule M essentially aligns Indian manufacturing standard to that if global standards
including the Pharmaceutical Quality System (PQS) and Quality Risk Management (QRM), risk-based
audits, self-inspection protocols, Product Quality Review (PQR) for continuous monitoring,
computerized inventory and batch checking and sample batch retention for post market quality
verification.
• Steady Financial stability and past records: Pharma companies applying for public procurement must
demonstrate financial stability, with revenues of INR 5–20 crore for small-scale tenders and above INR
20 crore to even INR 50 crore for national-level contracts, supported by audited financials and a clean
compliance record. Minimum investment thresholds may also apply based on the product type. These
criteria ensure only companies with adequate infrastructure and capacity can meet public sector demands.
Prior experience in supplying to government institutions and a strong track record—free from
disqualifications or blacklisting—adds credibility and improves chances of selection, making compliance
and operational readiness critical for success in public procurement.
• Participation through e-tendering: To apply for a government tender, the companies must register
themselves on various websites depending on the type of participation they are looking for. For instance,
GeM (Government e-Marketplace) for centralized procurement, CPPP (Central Public Procurement
56
Report of the Comptroller and Auditor General of India, March 2022
57
Implementation of Scheme for Schedule M compliance for SSI Pharma units
161Portal) for e-tendering and PMBI (Pharmaceuticals & Medical Devices Bureau of India) for participating
in Janaushadhi Scheme. Digitization ensures transparency in the entire tendering and project allocation
process.
• Adhering to Union/ State Level policies for public sector participation: To apply to a state
government agency, pharma companies must register with the relevant State Drug Control Authority,
and ensure products conform to Indian Pharmacopeia (IP) or other specified standards. Products must
align with the Essential Medicines List (EML) or government health schemes, meeting pricing, quality,
and availability norms. While regulatory requirements pose challenges, schemes like Schedule M
Compliance Support offer financial incentives—especially for MSMEs—for infrastructure upgrades.
Once qualified, public-sector contracts provide volume stability, long-term visibility, and market
credibility, making them a strategic opportunity despite the initial compliance burden.
BENEFITS OF WORKING WITH THE PUBLIC SECTOR FOR PHARMA COMPANIES
As India aims to become a global pharmaceutical innovation hub in the coming years, companies aligned with
public sector goals are better positioned to benefit from future reforms and global collaborations with easy
navigation through regulatory channels.
• Enhanced Geographic Reach providing Access to both Urban and Rural markets: The Indian
government is one of the largest buyers of medicines, especially through schemes like Jan Aushadhi, and
state-level health missions. Public procurement ensures steady demand and high volume-based sales,
which can be particularly beneficial for generic drug manufacturers catering to bulk volume demands for
rural, district and zonal level healthcare and medical facilities. Working with the public sector allows
also pharma companies to play a direct role in improving healthcare access and outcomes, especially in
underserved regions.
• Enhanced Brand Visibility and Trust in Local Markets: Supplying to government programs enhances
a company’s credibility and public trust, especially when drugs are distributed through national health
schemes, whilst paving way for steady public private partnerships (PPP). It also helps build a reputation
for quality and reliability, which can be leveraged in both domestic and international markets. For
instance, Indian pharma companies such as Dr. Reddy’s, Cipla, Sun Pharma and many more have been
working with state governments, Ministry of Health and Family Welfare, by participating in programs
such as PMBJP for providing easy medicine access at affordable prices
• Business Longevity with Greater Certainty in Production Plans Ensuring Business Continuity:
With yearly production plans shaped through long-term contracts spanning 2-3 years, including supply
to local health centers, hospitals, Janaushadhi kendras and many more, working in the public sector
ensures steady revenue streams in addition to assured budgetary support, policy protection and subsidies
in procurement of raw materials. Whilst private companies are constantly exposed to market competition,
companies operating in the public sector prioritize accessibility which in turn ensures business longevity
even in low margin segments, considering there is a constant demand for essential medicines.
Engaging with the public sector offers pharmaceutical companies in India a strategic pathway to expand their
geographic reach within the country and enhance brand equity, whilst ensuring long-term business continuity.
However, participation in public sector procurement is not without its challenges especially for small to mid-
segment and new market entrants. Barriers such as the need for steady financial performance, consistent
operational track records over the past 3–4 years, and robust compliance frameworks may often limit access for
smaller or newer players.
BARRIERS TO PHARMA COMPANIES FOR PUBLIC DRUG PROCUREMENT
Pharma companies in India benefit highly from working with government agencies owing to steady revenue
streams and comparatively easier regulatory navigation. However, for small to mid-segment players, there are
certain barriers that may impede their participation with the public sector. Some of the challenges include:
• Stringent Quality Compliance requirements with Lengthy and opaque processes: Quality
compliance is the most important aspect of Pharma manufacturing, which is also considered key to
working with the public sector. Small to mid-segment pharma companies with small facilities and
inadequate infrastructure and resources, may face higher compliance burden (e.g., GMP certification,
batch testing). Furthermore, alongside variations in compliance policies across different states, lack of
transparency in the approval processes further adds to the challenges that create greater complexities.
162• Logistical and Distribution Challenges impacting drug accessibility: With Indian states relying
heavily on generic drug supply, especially across government hospitals and health centers, ensuring
steady supply to across both rural and urban regions involves significant logistical costs, which may be
a challenge for smaller players. For newer market entrants, navigating the supply chains through
individual state governments in addition to managing clear records of their inventory (which will then
be utilized by the local procurement agencies for demand forecasting) to avoid unnecessary overstocking
or understocking can significantly increase the costs for running operations.
• Inadequate infrastructure and higher entry costs: Newer entrants often face a steep financial barrier
when entering the public drug procurement market due to the substantial upfront investment required.
Establishing GMP manufacturing infrastructure, implementing rigorous quality control systems, and
navigating complex regulatory frameworks are capital-intensive activities that are particularly
burdensome for small or emerging firms that have limited access to funding. As a result, new entrants
struggle to compete effectively, often finding themselves excluded from large-scale procurement
opportunities that favor well-capitalized and experienced manufacturers.
• Competitive Pricing for Low-Cost Bids: Government tenders often prioritize the lowest-cost bids with
several MSMEs competing at the same time. Despite a competitive pricing landscape, the structured
bidding process offers a reliable channel for consistent volumes. There is growing recognition
that supporting innovation is essential to sustaining and scaling participation from emerging
players. Therefore, enhancing procurement frameworks to better support innovation and timely
payments could encourage broader participation and strengthen the sector’s contribution to public health.
KEY SUCCESS FACTORS FOR INDIAN COMPANIES
India’s pharmaceutical sector is strengthening its global competitiveness through regulatory excellence,
backward integration, cost efficiency, and a shift toward complex, high-value products. Sustained growth will
depend on strategic investments in geographic diversification, workforce development, and robust IP and
quality systems to meet evolving global standards and market demands. Furthermore, to grow to even larger
scales and compete with global CDMOs, Indian CDMOs will have to focus on quality, offer scalability-
flexibility-competency, and be able to serve across larger parts of the pharma value chain.
India is rapidly establishing itself as a global pharmaceutical manufacturing hub, as well as a demand center for
pharmaceutical drugs, with competitive strengths extending beyond APIs to include FDF capabilities as well. The
country’s cost-effective but quality-driven production ecosystem, reinforced by a longstanding track record of
supplying high-quality pharmaceutical drugs to highly regulated international markets, positions it uniquely to
meet the evolving demands of the global pharmaceutical supply chain. As international pharma companies face
mounting pricing pressures and increasing therapeutic complexity, India presents a compelling value proposition
grounded in technical expertise, scalable manufacturing, and regulatory compliance.
Some of the critical success factors for Indian Pharma players include:
• Regulatory Compliance and Quality Assurance: Global regulatory authorities are increasingly
tightening oversight to ensure the consistent delivery of high-quality pharmaceuticals within their
jurisdictions. In line with this trend, India’s Directorate General of Foreign Trade (DGFT) has mandated
quality testing at central government-approved laboratories for all drug exports, effective June 1, 2023,
an initiative aimed at reinforcing global confidence in Indian pharmaceutical products. Although India
showcases a strong presence in global markets, the issuance of over 50 FDA warning letters to Indian
firms between 2019 and 2024 highlighted the ongoing need for rigorous quality oversight. To preserve
international confidence and market access, companies must therefore invest in proactive remediation
strategies, strengthen quality infrastructure, and maintain robust audit readiness systems.
• India’s longstanding credibility with highly regulated markets underscores its end-to-end manufacturing
competence. In Q1 2025, Indian companies led the submission of 162 (47% of the total type II DMFs)
58
US Drug Master File (DMF) , indicating a 51,4% growth over Q1 2024 submitted and operated 216
US FDA-approved API manufacturing facilities, significantly outpacing counterparts in the USA and
China. Cotec Healthcare has manufacturing facilities accredited by multiple global regulatory authorities
like WHO-GMP, FSSAI, ISO 9001-2015 and is present across different countries across the Central
Asia and Western African region
58
Pharmacompass: USDMF Analysis
163• Scale and Cost Efficiency with Comprehensive Service/ Product Offerings: India offers significant
scale and cost advantages in pharmaceutical manufacturing. Setting up a US FDA-compliant facility in
India requires nearly 50% less capital and 40–70% lower operating costs than in developed markets.
Sustaining this edge demands continuous scaling, process efficiency, and adoption of technologies like
continuous flow chemistry. Strategic models such as risk-sharing partnerships also support smaller
pharma and biotech firms. Labor costs are a major advantage, with India’s average minimum wage at
USD 55/month, far below China’s USD 267/month, narrowing the cost gap amid rising wage inflation.
A capable CDMO must also manage end-to-end supply chains—inventory, storage, and logistics—
ensuring seamless delivery and global competitiveness in an increasingly cost-sensitive market.
• Portfolio Complexity and Product Differentiation Across Drug Modalities and Delivery
Platforms: With the global pharma market becoming increasingly saturated, future success hinges on
the ability to move up the value chain through portfolio complexity and innovation. Indian companies
must demonstrate expertise across a wide range of drug types, delivery mechanisms, and dosage forms
such as inhalers, transdermal patches, implantable, extended release injectables, liposomes and colloids
and ophthalmic suspensions; and specialized delivery routes, including locally acting therapies,
ophthalmic products, and innovative formats such as suspensions, emulsions, and gels. The ability to
innovate and adapt to evolving pharmaceutical demands significantly enhances CDMO’s strategic value
to global clients.
• Geographic Diversification and Enhanced Market Access: India’s formulation exports remain
heavily concentrated, with over 40% directed to the USA markets. However, Indian companies are
increasingly expanding into emerging regions such as Latin America, Southeast Asia, and Africa.
Success in these markets will depend on developing region-specific product portfolios, forging strategic
local partnerships, and building strong in-country regulatory capabilities to navigate diverse compliance
landscapes effectively. For instance, Cotec Healthcare has a diversified presence across nonregulated
markets across Central Asia (Kazakhstan, Turkmenistan, Tajikistan, etc.) and Western Africa region
(Nigeria, Burkina Faso, Benin, and many more), deriving significant revenues across all these markets.
• Investments in continuous improvement and building unique capabilities: Upcoming patent
expirations for novel small molecule drugs will drive demand for generics, boosting the need for CDMO
services. To stay competitive, CDMOs must upgrade infrastructure and capabilities to meet evolving
sponsor needs. Handling highly potent compounds requires investments in containment, automation,
and skilled labor. Larger CDMOs are expanding capacity through acquisitions and technology upgrades
like continuous manufacturing. Embedding digital solutions across workflows enhances efficiency and
profitability. These advancements are essential for CDMOs to deliver value, maintain quality, and
support pharma partners in a dynamic, innovation-driven market.
• Technical proficiency in manufacturing complex products: API and FDF manufacturing demand
advanced capabilities—from multi-step synthesis and purification to biotech processes using fermenters
and bioreactors. India’s strong foundation, with over 3,500 engineering institutes and 1.5 million
59
graduates annually , supports innovation, cost efficiency, and sustainable practices. As drug
complexity and regulatory scrutiny increase, a highly skilled workforce is essential. CDMOs with
expertise in complex chemistries—like beta-lactams, steroids, peptides, and stereochemistry—are well-
positioned for growth. However, India still has a limited pool of API suppliers with such capabilities.
To stay competitive, companies must invest in talent across regulatory affairs, advanced analytics, and
quality systems to ensure compliance, scalability, and long-term innovation.
• Proven Delivery Track Record and Operational Reliability: To build lasting partnerships with
pharmaceutical sponsors, CDMOs must demonstrate a consistent track record of timely project delivery
supported by robust quality systems. Managing multiple clients across geographies requires mature
operational frameworks that mitigate risks related to quality, logistics, regulatory compliance, and
intellectual property. In cases where backward integration is absent, maintaining a dependable network
of suppliers for key starting materials (KSMs) and intermediates is essential not only to meet timelines
and milestones but also to prevent issues such as contamination or impurities. A CDMO with a history
of successful execution is well-positioned to foster long-term, trust-based relationships with global
clients.
• Commitment to sustainability: Sustainability initiatives, including waste reduction, energy
consumption minimization, and a reduction in carbon footprint, have assumed pivotal significance within
the pharmaceutical industry. Collaborating with CDMOs that align their manufacturing practices with
sustainability objectives to reduce carbon emissions allows pharmaceutical companies to benefit from
these environmentally responsible initiatives.
59
All India Council for Technical Education
164ROLE OF INDIAN COMPANIES IN THE GLOBAL PHARMA MARKET AND COMPETITIVE
LANDSCAPE
IPM COMPETITIVE LANDSCAPE
IPM is dominated by Indian companies, accounting for more than 80% of the market share; moreover, the
market is heavily concentrated, with more than 70% of the share residing with the leading 30 companies.
India’s pharmaceutical market operates through diverse operating models. Based on their market focus, pharma
companies can either be export oriented vs. domestic market focused. On the other hand, pharma companies could
either operate as a pure play pharmaceutical player vs. operating in a hybrid models, with contract manufacturing
services contributing significantly to their revenues. Based on their operating models, companies further focus on
either highly regulated markets such as the USA, and EU or emerging/ unregulated markets such as parts of
Central Asia and Africa as well as South-east Asia.
Indian Pharma Compe//ve Landscape
Export Focused Public Sector Focused Brand Focused
• Access to global markets in terms of high
• Op7mized product manufacturing with a • Higher profit margins and pricing control
volume and high value manufacturing
steady demand for a pre-defined 7meline • Specificproduct and market-oriented
opportuni7es
• Steadyrevenuestreamsdue to bulk brand posi7oning and por9olio strategy
• Greaterpor9oliodiversifica7on allowing
procurement programs onanyearly basis • Enhancedbrandequityinspecialized
risk mi7ga7on across regions
• Lower sales and marke7ng costs due to markets(bothregulatedandnon-
• Be=erpricerealiza7onespeciallyin
pre-defined market focus regulated)
regulatedmarkets
Domes$cMarketFocused Private Sector Focused Contract Services Focused
• Fixed contractual opera7ons ensure
• Faster product approvals and registra7ons • Higher profit margins especially with
steady revenue streams
due to single market focus branded/ novel drugs
• Greaterassetu7liza7onduetosteady
• Reduced regulatorycomplexi7es and • Productop7miza7onwithfastermarket
ordercycles
hurdles feedbacks
• Improved regulatory naviga7on across
• Reduceddistribu7onandlogis7calcosts • Stronger customer loyalty
regions with lower marke7ng costs
Hybrid Hybrid Hybrid
• Diversified por9olio allowing market • Op7mized asset u7liza7on with dual
stability. • Smoother revenue cycles market focus
• Improved revenue realiza7on • Expandedsocioeconomicsegmentreach • Allows both domes7c and interna7onal
• Pricing flexibility depending on the market • Provides higher scale of opera7ons(public market expansion
• Reducedregulatorycompaci7es allowing market) and be=er profit margins (private • Higher financialstabilitywithboth
ImprovedMarket entryfor regulated and markets) brandedandcontract-based revenue
unregulated markets streams.
PEA0-52 8
Export-oriented companies focus on either a regulated market, such as the USA and EU, leveraging cost
advantages and regulatory expertise, or unregulated markets in the underdeveloped and developing countries,
catering to bulk demand for generic medications at lower costs. In contrast, domestic-focused firms prioritize
branded and trade generics as well as OTC products, catering to the local demand. Pharma companies in India are
known to work with the public sector through public schemes such as PMBJP, catering only to the demands of
the domestic market, across Tier I, II, and III segments. On the other hand, some companies function only in the
private sector, catering to both domestic and international markets, including both regulated and unregulated
markets. For instance, companies such as Sun Pharma, Cipla, Biocon, and many more operate in both regulated
and unregulated markets at a national and international level. Cotec Healthcare operates through a hybrid model
across all three distinct business models, enabling a stable revenue stream. The company has business association
with institutions like TNMSC, UPMSCL, KMSC, and many more. It also maintains a strategic focus on
unregulated markets across Central Asia and Western Africa, positioning for itself as a pharma manufacturer as
well as a contract manufacturer working in a B2B as well as B2G model.
Indian Pharmaceutical Market (IPM) companies have expanded not only due to rising volume demand but also
through continuous innovation in drug formulations. Many firms with a strong domestic focus are now offering
advanced dosage forms such as controlled or modified-release tablets, chewables, lozenges, and soft gel capsules
to cater to evolving consumer preferences and therapeutic needs. This trend further aligns with the broader
transformation of India’s pharmaceutical sector, which is increasingly focusing on value-added formulations,
complex generics, and innovation-driven growth to strengthen its global competitiveness. In line with the growing
industry trend, Cotec Healthcare offers a range of drug formulations, including tablets, capsules, ointments, dry
powders, syrups, and ampoules, which allows the company to participate across different segments of the
pharmaceutical industry.
165GLOBAL SMALL MOLECULE CONTRACT DEVELOPMENT AND MANUFACTURING
ORGANIZATION (CDMO) MARKET OVERVIEW
OVERVIEW OF THE GLOBAL SMALL MOLECULE CDMO MARKET
CDMOs are expanding their service offerings by integrating upstream and downstream core capabilities,
meeting the pharma client’s demand for end-to-end services. With their one-stop-shop model, CDMOs serve
as a single point of contact to reduce client interfaces, leading to brand differentiation in the market. As a
result, Growth in the small molecule CDMO market is expected to outpace the growth of the global pharma
market by nearly 100 basis points between 2024 and 2029.
As small molecules continue to dominate the global pharma industry, the global small molecule CDMO market
showcased a steady growth with an estimated value of USD 104.8 billion in 2024. With a greater number of
innovator molecules and the subsequent novel drug approvals for small, mid-sized, and virtual pharma companies
(lacking the requisite capacity and capability for drug development and manufacturing), small molecule CDMOs
are continuing to support these companies with phase-appropriate services. Large pharmaceutical companies also
continue to outsource small molecule manufacturing to CDMOs to focus on their core competency/strategic
priorities, such as diversification in newer modalities such as large molecules, and therapeutic classes (e.g., nuclear
medicine and novel indications for existing modalities), amongst other areas.
However, considering the dominance of small molecules, their well-established legacy will primarily propel
CDMO service demand. CDMOs are increasingly focusing on high-potency and targeted small molecules by
investing in specialized manufacturing capacities and capabilities to meet the heightened demand for complex
molecules, such as cytotoxic payloads and linkers for analog-to-digital converters (ADCs), to target ADC market
opportunities.
Driven by increasing drug complexities,
technological advancements required to
develop these novel therapies and the scale of
service requirement, the CDMO outsourcing
38.3% penetration rate is witnessing a steady
32.3%
27.8% increase. The outsourcing penetration stood at
around 32%-33% in 2024. Furthermore, as
pharma companies make a strategic shift from
capital expenditure (Capex) to operational
expenditure (Opex) models, CDMO
2019 2024 2029F outsourcing is set to grow to a range of 38%-
42% by 2029.
Whilst outsourcing penetration is expected to
witness an upward surge, the potential trade tariffs may result in temporary stagnancy, which could impact growth
in the short term. As a result, the small molecule CDMO market is set to grow at a CAGR of 6.8% between 2024
and 2029. However, the overall growth trajectory will be supported by the expansion of asset-light pharmaceutical
business models, the drive for cost efficiency and manufacturing optimization, the increasing demand for
comprehensive end-to-end CDMO services, and the strategic advantage of economies of scale, which position
CDMOs as indispensable partners in the evolving pharmaceutical ecosystem.
Also, to align better with the industry trends, larger global and regional CDMOs are building manufacturing
facilities closer to the market with higher demand, thereby ensuring supply chain reliability and their ability to
handle drug shortages. These organizations are transitioning to a dual-sourcing strategy in line with re-shoring or
near-shoring initiatives. Furthermore, large CDMOs are also exploring acquisition opportunities across
geographies to build an onshore presence in the European Union (EU) and the United States.
166
,noitarteneP
gnicruostuO
labolG
%
Exhibit 6.1: Global CDMO Outsourcing
Penetration, 2019-2029F
Source: Industry KOL, Frost & Sullivan
Note: F-Forecast145.8
104.8 98.5
91.8
88.0
80.3 82.7
2019 2020 2021 2022 2023 2024 2029F
CDMO SERVICE MODEL
Contract Development and Manufacturing Organizations (CDMOs) have evolved from managing
intermediates and APIs to providing comprehensive pharmaceutical solutions, encompassing diverse dosage
form manufacturing, regulatory support, and customized packaging services. As industry shifts toward an end-
to-end service model, CDMOs are expanding their service portfolios into drug discovery and clinical
development with services spanning from drug discovery to clinical development and manufacturing to
commercialization across multiple geographies. In addition, they are also focusing on ESG-aligned practices,
positioning themselves as strategic partners in the global drug manufacturing ecosystem.
At the heart of the pharmaceutical value chain, CDMOs have historically been known to manage the production
of intermediates and starting materials, which are subsequently synthesized into active pharmaceutical ingredients
(APIs) and formulated into finished dosage forms. Be it the manufacturing of oral solid dosage forms, sterile
injectables, hormonal therapies, nutraceuticals, ayurvedic medicines, or any other pharma products, CDMOs have
maintained distinct capabilities to meet diverse product requirements. In addition to scalable manufacturing
solutions, from small lab-scale batches and clinical trial supplies to full-scale commercial production, aligning
with each stage of the drug development lifecycle, CDMOs have been tailoring their service portfolios to suit the
development needs, by building specialized expertise in early to late-stage drug development (BA/BE testing,
stability and quality testing, toxicity testing, etc.). Modern-day CDMOs extend their services well beyond the
post-discovery phase, offering end-to-end solutions that encompass pre-formulation and formulation
development, bioavailability/ bioequivalence (BA/BE) studies for generics, and critical ancillary services such as
clinical trial packaging, inventory management, and logistics coordination for both clinical and commercial
distribution.
Beyond clinical and commercial scale manufacturing, CDMOs are slowly building capabilities towards offering
a suite of support services that enhance product quality and regulatory compliance. These include analytical
method development, stability testing, regulatory filing support, and technology transfer. Packaging services are
also integral to CDMOs' service portfolios, spanning primary (e.g., blister packs, bottles), secondary (e.g.,
cartons), and tertiary (e.g., bulk containers) packaging, often tailored to meet global regulatory and distribution
requirements.
In response to the growing demand for integrated, end-to-end services, CDMOs are enhancing their value
proposition by streamlining operations, improving technology transfer processes, and cultivating long-term
strategic partnerships with pharmaceutical sponsors. The industry is witnessing a shift toward single-CDMO
engagements across the entire development continuum, driven by the desire to reduce complexity and improve
continuity. Some of the recent trends include the adoption of continuous manufacturing, AI-driven process
optimization, and ESG-focused practices like green chemistry and solvent recovery. There is a growing inclination
167
noilliB
DSU
,tekraM
OMDC
eluceloM
llamS
labolG
Exhibit 6.2: Global Small Molecule CDMO Market, 2019-2029F
CAGR (2019F-2024)= 5.5% CAGR (2025F-2029F)= 6.8%
Source: Frost & Sullivan
Note: F -Forecasttowards building modular facilities for quicker manufacturing timelines, whilst also focusing on strategic
partnerships, as well as process automation to address capacity constraints and improve scalability. The market is
also witnessing a surge in M&A activity, as larger players acquire niche firms to expand their service portfolios.
This evolution underscores the strategic importance of CDMOs, positioning them not merely as outsourced
manufacturers but as indispensable partners in comprehensive drug development and production.
Contract Development and Manufacturing Value Chain
Integrated Service Model:CDMO
Core CDMO Services CPO Services
PEA0-52 8
GLOBAL SMALL MOLECULE CDMO MARKET BY PRODUCT TYPE
Together, the API and FDF CDMO segments represent distinct yet interconnected growth avenues, with
integrated service providers gaining a strategic advantage in the evolving market landscape. The API segment
dominated the small molecule CDMO market in 2024, accounting for approximately 74% of the total market,
while the FDF segment contributed 25.9%, with comparable growth in both segments forecasted between 2024
and 2029.
The growth of emerging pharma companies developing novel medicines and the increasing adoption of HPAPIs
for complex drug development in oncology and rare diseases is boosting the demand for complex APIs.
Simultaneously, the upcoming patent cliff is also expected to drive the demand for generics API. As a result,
CDMOs are differentiating their services by developing specific expertise around different API categories
(including HPAPI, biochemistry, and complex chemical synthesis of molecules), thereby driving revenue growth
in niche, complex, and high-value segments within the API outsourcing market.
168
sucoF
gnireffO
ecivreS
elacS
Development API Manufacturing FDF Packaging/Distribu3on
Hit to lead Extrac9on and synthesis Pre-formula9on and prototype P (er .i gm .,a bry li sp ta ec r,k sa tg ri in pg , boJle, prefilled
development syringe [PFS])
Secondary packaging
Sourcing Process chemistry and op9miza9on Analy9cal and stability studies
(e.g.,box,carton)
Process Development, custom Quality control and batch release Ter9ary packaging
Cell line development
synthesis and Scale up tes9ng (e.g., barrel, container)
Analy9cal method development and
Scale up ClinicalScalemanufacturing Specialty packaging
valida9on
Scale up and commercial
Technology transfer HPAPIs/Cytotoxic substances Cold Chain/ Controlled Temperature
manufacturing
Drug delivery technology
Process analy9cs development Technology Transfer/ Other methods Other Services
development
Small-scale produc9on (preclinical to Phase II)
Large-scale produc9on (Phase III and commercial)
ESG-focused value chain ac9vi9es: Support sustainable research, deploy renewable energy, manufacturing op9miza9on with circular economy prac9ces, and industry/government
partnershipsExhibit 6.3: Global Small Molecule Exhibit 6.4: Growth Rate of Global Small
CDMO Market by Product Type, 2019, Molecule CDMO Market by Product
2024, 2029F, USD Billion Type, 2019-2029F
38.3
2029F
107.5 7.2%
FDF
5.6%
27.1
2024
77.7
6.7%
API
20.7
2019 5.4%
59.6
FDF API CAGR (2024-2029F) CAGR (2019-2024)
Source: Frost & Sullivan
Source: Frost & Sullivan
Note: F-Forecast
Note: F-Forecast
While some CDMOs specialize in end-to-end services spanning the entire value chain, others have built
specialized capabilities in either active pharmaceutical ingredient (API) manufacturing or finished dosage form
(FDF) manufacturing. API manufacturing contributes to a larger share of the market, accounting for
approximately 74% of total revenues, whilst FDF services contribute to the remaining 26%. Nevertheless, a
growing preference for integrated services reflects the growing demand from pharmaceutical companies for
simplified supply chains and single-partner models.
The API CDMO segment has expanded from USD 59.6 billion in 2019 to an estimated USD 77.7 billion in 2024,
registering a CAGR of 5.5% during this period. Moving forward, the segment is expected to showcase a 6.7%
CAGR to reach USD 107.5 billion by 2029.
Many potent and highly potent small molecule drugs (across specific therapy areas like oncology) are being
developed across the pharma industry, indicating a growing focus on targeted therapeutics. As more targeted
therapeutics line up in the drug development pipelines, there is a simultaneous increase in the complexity of API
synthesis and a greater demand for high-potency APIs (HPAPIs), as well as heightened focus on specialized
containment, quality compliance, and advanced process capabilities. This growing demand for specialized API
manufacturing will fuel the segment growth during 2024-2029.
169Exhibit 6.5: Global Small Molecule Exhibit 6.6: Growth Rate of Global Small
CDMO API Market by Product Type, Molecule CDMO API Market by Product
2019, 2024, 2029F, USD Billion Type, 2019-2029F
56.4
2029F
51.1 8.1%
Generic API
4.7%
38.2
2024
39.4
5.3%
Innovator API
30.4
2019 6.2%
29.2
Generic Innovator CAGR (2024-2029F) CAGR (2019-2024)
Source: Frost & Sullivan
Source: Frost& Sullivan
Note: F-Forecast
Note: F-Forecast
The FDF CDMO market, on the other hand, has demonstrated steady growth, rising from USD 20.7 billion in
2019 to approximately USD 27.1 billion in 2024, translating into a CAGR of 5.6%. Forecasts suggest the segment
will reach USD 38.4 billion by 2029, implying a continued CAGR of 7.2% over the next five years. Whilst oral
solid dosage forms continue to dominate the FDF market, injectables are the primary drivers of growth owing to
an increasing demand for specialty products, injectable cytotoxic drugs, and generic injectables.
The increasing popularity of injectables is a result of their ability to provide rapid therapeutic effects through
intravenous infusions. Furthermore, not only branded drugs, but the growing popularity of injectable generics,
particularly oncology and specialty drugs, owing to their lower price than branded drugs, is bolstering segment
growth. Also, growth in the FDF segment is driven by early integration of formulation development across the
drug life cycle from preclinical stability testing to commercial scale-up, which helps de-risk development
timelines and enhance drug performance.
170Exhibit 6.7: Global Small Molecule Exhibit 6.8: Growth Rate of Global Small
CDMO FDF Market by Dosage Forms, Molecule CDMO FDF Market by Dosage
2019, 2024, 2029F, USD Billion Forms, 2019-2029F
1.3 7.0%
2029F 4.5 Others 2.8%
9.4
23.2
10.3%
Injectables
0.9 16.2%
2024 2.8
6.5
17.0
7.7%
Semi- Solids/ Liquids
5.0%
0.8
2019 1.3
5.1 Oral Solid Dosage 6.4%
13.5 Forms 4.7%
Others Injectables CAGR (2024-2029F)
Semi- Solids/ Liquids Oral Solid Dosage Forms
Source: Frost & Sullivan
Source: Frost & Sullivan
Note: F-Forecast
Note: F-Forecast
Demand is particularly strong in complex formulations such as injectables, sustained-release, and nano-
formulations. Also, the increasing popularity of 505(b)(2) regulatory pathways, which allow for reformulation of
existing drugs (modified release/ controlled release formats), has further led to a greater reliance on formulation
expertise. Development of innovative capsule material, targeted drug release formulations, taste-masking
formulations, and better API stability are some of the other factors bolstering the segment growth.
Moreover, sterile manufacturing is also emerging as a key differentiator, especially with the rise of biologics-
derived small molecules and peptide-based drugs. The proliferation of generic FDFs, particularly in price-
sensitive markets, is also expanding opportunities for CDMOs offering cost-efficient, high-throughput solutions.
GLOBAL SMALL MOLECULE CDMO MARKET BY REGIONS
Exhibit 6.9: Global Small Molecule Exhibit 6.10 Growth Rate of Global Small
CDMO Market by Regions, 2019, 2024, Molecule CDMO Market by Regions,
2029F, USD Billion 2019-2029F
3.4 MEA 8.8%
2.3 14.4%
2029F 34.8
51.3
53.9 LATAM and 8.7%
Caribbean 7.2%
2.2
1.5
2024 21.4 APAC 10.3%
34.6 7.8%
45.1
Europe 8.2%
1.1 7.3%
1.1
2019 14.7
24.3 39.2 North America 2.3 9. %6%
Middle East and Africa LATAM and Caribbean
CAGR (2024-2029F) CAGR (2019-2024)
Asia Pacific Europe
North America
Source: Frost & Sullivan Source: Frost & Sullivan
Note: F-Forecast Note: F-Forecast
171Note: Regional forecasts are provided based on the demand side
The NA market, although dominating the global CDMO market, experienced a slower growth of 2.9% between
2019-2024. Across the region, the USA continues to lead pharmaceutical innovation, R&D, and is the largest drug
market. Also, CDMO’s increasing focus on environmental, social, and governance (ESG) commitments, supply-
chain digitalization, lighthouse manufacturing techniques, and government-led supply-chain resilience strategies
will lead to a favorable outsourcing environment in NA, driving revenue growth. Strengthening reshoring
initiatives and government policies will give global CDMOs with sites in the United States an edge. The ongoing
trend of complex and highly potent drugs and APIs favors US manufacturers who offer specialized facilities and
containment capabilities. As a result, the region will witness an improvement in market growth between 2024 to
2029 to 3.6%.
The European CDMO market is anticipated to grow at a steady CAGR of 8.2% between 2024 to 2029, driven by
a broad portfolio of generic APIs and formulations for both imports and domestic use. To bolster regional drug
manufacturing, the EU has launched initiatives like the EU Pharmaceutical Strategy and the Critical Medicines
Alliance, as well as funding mechanisms like EU4Health and the Recovery and Resilience Facility. Moreover, to
ensure a consistent and flexible product supply, regional CDMOs are considering backward integration and right
shoring by moving supply chain segments and processes to strategic locations. For example, the European
Medicines Agency's Executive Steering Committee on Shortages and Safety of Medicinal Products has been
working with industry stakeholders to manage the supply chains for certain antibiotics, such as amoxicillin, to
address drug shortage-related challenges in the region. The group is further working towards bolstering supply
and assisting Member States through regulatory support to regulate production capacity by seeking alternative
sources of raw materials and production sites to meet immediate needs.
The APAC market will experience a strong growth of 10.3% from 2024 to 2029 because of various regulatory
and infrastructure reforms in India, China, and Southeast Asian (SEA) countries. High costs and labor shortages
in the United States/Europe, the ongoing European energy crisis, and increasing inflation driving raw material
costs will continue to increase outsourcing to APAC because of its significant cost advantage in terms of
manufacturing and labor costs. India and China hold a significant market share of API and FDF outsourcing. In
the mid-term, India will experience strong growth, with growing demand for APIs. Focusing on sustainable
production, revamping labor regulations, skilled workforce, and business-friendly climate, and modernizing the
manufacturing base (Industry 4.0 practices) will likely propel the outsourcing of pharmaceutical production to
other emerging markets, including Vietnam, Malaysia, and Indonesia. To improve domestic manufacturing
60
capacity, the Indian government introduced PLI with a scheme outlay of INR 15,000 Crores (USD 1.74 billion)
for pharma manufacturing. PLI 1.0 (launched in July 2020) aims at improving India’s bulk drug manufacturing
capacity and covers key starting materials (KSMs)/drug intermediates (DIs) and APIs, and PLI 2.0 (launched in
February 2021), promoted the manufacture of high value pharmaceutical products (biopharmaceuticals, complex
generics, patented drugs or those nearing expiry, auto-immune, cancer drugs, and many more) and also covers
APIs/ KSMs/ DIs that are not included in PLI 1.0.
With considerable investments driving the biopharmaceutical sector, the Middle East and Africa region will see
a steady growth rate of 8.8% from 2024 and 2029. Most countries in Latin America and the Middle East
manufacture generics for local consumption. Governments in the Middle East and Africa (MEA) encourage
pharmaceutical manufacturing self-sufficiency, resulting in more partnerships and joint ventures, a better
investment climate, simpler licensing, and relaxed manufacturing restrictions, making the outsourcing
environment favorable. In addition, initiatives such as Saudi Arabia’s Vision 2030, the UAE’s Pharma Strategy
2030, Oman’s Vision 2040, and many more are promoting local manufacturing to improve affordability and drug
access in the region. As a result, the region is also witnessing multiple public-partnerships, with the local
governments partnering with leading pharma companies with the aim of localizing manufacturing. Some of the
other initiatives include the African Pharmaceutical Technology Foundation, a new African Development Bank
Group project, which will work with the African Union to drive local drug production, bolstering Africa’s
pharmaceutical industry and revenue growth.
61
Across the LATAM Region contract manufacturers, especially across the API segment in countries such as
Brazil, Mexico, and Peru (which are also predominantly generics-driven markets), seamlessly supply to their local
markets. The region is expected to show a growth of 8.7% between 2024-2029. Growth in the middle-class
60
Ministry of Chemicals and Fertilizers
61
Regulatory Systems, Trends, and Innovations in Latin America and the Caribbean
172population will fuel demand for medicines and present opportunities to international CDMOs and pharma
companies to acquire sites to supply the untapped Brazilian and South American markets, driving revenue growth.
Also, the regional regulatory agencies are bringing in new policies and initiatives, such as ANVISA’s Strategic
plan for 2024-2027, fostering regulatory convergence and enhancing resilience.
GROWTH DRIVERS OF THE CDMO MARKET
A sustained growth in outsourcing can be attributed to its multifaceted advantages, including cost efficiency,
accelerated time-to-market, and access to specialized global expertise, to name a few, ultimately driving growth
for CDMOs.
Some of the key growth drivers for the CDMO market include:
Growth Drivers for CDMO Market
Accelera’ng Time to Scalability, Adaptability and Access to Technical Customized models for Long-
Market Global Reach Know-How term Partnership
• AcceleraFng Fme to market • CMOs ensure business • With growing complexity of • CMOs operatewith custom
through regulatory experFse and conFnuity through scalable drugsCMOsprovide operaFng models supporFng
established manufacturing capacity tailored to suit specialized capabiliFes bothsmall and mid segment
infrastructure. clinical and commercial through dedicated as well as largepharma
• CMOsplay a crucial role in needs of pharma infrastructure for high companies.
opFmizing producFon costs and manufacturers. potency and sterile products • They provideenhanced
streamline operaFons at scale • Show adaptability to • Ensure safety and compliance commercializaFon planning
enabled with mulF-client manufacture both high value for clinical and commercial through realignment of
operaFons. medicines as well as off manufacturing. internal capabiliFes.
• Eliminate capital expenditure for patent generics in varying • Provide deep scienFfic and • ShiXing fromtransacFonal
pharma companies through volumes as per technical experFse across sourcing/ project-based
externalizaFon of faciliFes and requirements. modaliFes and pla[orms. partnerships to long-term
equipment. • Operate across mulFple • Ensure steady Regulatory and strategic partnerships.
• End-to-End service provision global sites allowing easy technology transfer know how
avoiding unnecessary complexiFes navigaFon through logisFcal, to minimize delays in global
through processes. regulatory and other approvals.
geopoliFcal challenges.
TRENDS IN THE SMALL MOLECULE CDMO MARKET
The pharmaceutical contract development and manufacturing landscape is evolving rapidly, driven by
technology adoption, strategic partnerships, and shifting geographic preferences. CDMOs are increasingly
integrating AI/ML-enabled platforms to enhance process efficiency and supply chain resilience. India is
emerging as a preferred destination for pharma outsourcing, supported by regulatory strength, skilled labor,
and government incentives. Meanwhile, market consolidation and the rise of smaller, innovation-focused
pharma firms are reshaping demand dynamics, reinforcing the need for flexible and specialized CDMO
partnerships.
1. Technology implementation through industry partnerships: Alongside activities such as mergers and
acquisitions for capability and capacity expansions, CDMOs are also equally focusing on technology
adoption by incorporating AI/ML platform-enabled manufacturing solutions that improve process
reliability and ensure supply chain resilience, as well as real-time tracking and monitoring, and enhance
client flexibility. These new technologies are either developed in-house or acquired through partnerships
with specialized tech vendors and manufacturing automation providers.
2. India, the new preferred destination for pharma manufacturing services: With the China+1 strategy
taking stronger acceptance, India is increasingly being positioned as the next preferred destination for
outsourcing pharma manufacturing. India offers a compelling value proposition in terms of providing
62
cost-effective skilled labor, strong regulatory compliance (with more than 752 USFDA-approved and
more than 2000 WHO GMP-certified Manufacturing plants and 286 EDQM-approved sites), and
62
India Brand Equity Foundation, Department of Pharmaceuticals
173government incentives under initiatives like the PLI scheme, making it a strategically important location
for pharma companies. Additionally, the country’s proven track record in being the leading global
supplier of generics and being next only to China in terms of API production makes it a reliable partner
for global pharma companies seeking to diversify their supply chains.
3. Consolidation / M&A in the market and its impact on large players: Large CDMOs focus on
horizontal and vertical integration. They enhance their services along the value chain through M&A (to
leverage economies of scale), capacity expansion, segment specialization, the extension of services to
new modalities, and broadening the service range to cover a drug’s life cycle. This ongoing consolidation
trend will continue to bolster the focus on technology leadership capabilities and complex molecule
production.
4. Rise of smaller companies that rely almost entirely on CDMOs: The rise of small to mid-sized
pharmaceutical companies has significantly reshaped the drug development landscape, with these niche
63
companies contributing to close to 70% of the clinical stage drug development pipelines and more
64
than 50% of the FDA approvals in 2023. These agile firms focus on niche therapies or innovative
formulations but lack the necessary capital-intensive in-house manufacturing infrastructure. Therefore,
partnering with a reliable CDMO is imperative to handle activities across formulation development and
clinical trial material production to commercial-scale manufacturing. Outsourcing partnerships with
CDMO further allow these companies to reduce time-to-market and access specialized expertise and
regulatory and technical know-how with cost-effective partnership models.
CHALLENGES FOR THE GLOBAL SMALL MOLECULE CDMO MARKET
With the growing complexities of pharma pipelines and the subsequent need for innovative manufacturing
capabilities, the CDMO industry constantly faces pressure to adapt and innovate. Also, a complex regulatory
landscape, disruptive supply chains, shortage of skilled staff, and associated costs, are some of the key risks
that can hamper the overall operations of these service providers.
As the small-molecule CDMO industry continues to evolve in terms of operating business and service models, it
brings forth its own challenges and risks. As the industry moves towards a more collaborative/ strategic
partnership-based model, it brings along constant changes in the regulatory landscape, technological landscape
and many more. Nevertheless, the industry continues its upward trajectory driven by a demand for more efficiency
and expertise throughout the drug development and manufacturing process. As a result, it is imperative for market
players to constantly adapt to the changing environment through investments in newer technologies, and better
infrastructure, whilst also ensuring an alignment with the regulatory policies to remain compliant and competitive
at the same time. Some of the key challenges include:
1. Need for Experienced, Skilled, and Stable Workforce: The demand for experienced professionals in
areas such as aseptic filling, process engineering, and many more is intensifying. However, there is an
inherent shortage of skilled talent pool, which directly impacts the quality of services as well as the
timelines. Also, as the demand for specialized expertise in emerging areas increases, the challenge of
hiring and retaining the right talent further exacerbates. Factors like competitive compensation and a lack
of sufficient career development opportunities also add to the impending issue. As a result, there is a
high turnover rate across the industry, which is also increasing year on year. For instance, as of February
65
2025, the healthcare industry turnover rate is in the range of 15%-20% which can potentially be higher
in the Contract manufacturing segment. Therefore, CDMOS needs to focus on attracting and retaining
talent, by investing in training and development programs and creating a positive work culture that fosters
innovation and collaboration.
2. Operational challenges impacting timelines: CDMOs often operate under tight timelines and budgets,
making them vulnerable to disruptions such as equipment failures, supply chain bottlenecks, and
workforce shortages. These risks stem from the complexity of manufacturing processes, stringent
regulatory requirements, and the need for high-quality standards across diverse product pipelines. For
instance, Beta Lactam manufacturing is prone to contamination, therefore requiring separate
manufacturing facilities including air handling systems, HVAC, equipment, high grade air filtration
systems and many more there by requiring continuous monitoring, regulatory engagement and
documentation.
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Citeline: Annual R&D Review, 2024-2025
64
Making the Innovation Cut: New Drug Approvals Thus Far in 2024
65
Turnover Rates by Industry 2025, Suchwork
1743. Regulatory Compliance and Policy Change Risks: As CDMOs operate in a very complex regulatory
environment, companies need to adhere to stringent cGMP guidelines and keep an eye on the evolving
regulatory landscape. The ever-changing regulatory frameworks under the International Committee for
Harmonization (ICH) require outsourcing providers to constantly adapt. For instance, the recent policy
changes across Europe including the European Union's Corporate Sustainability Reporting Directive
(CSRD) and the Digital Operational Resilience Act (DORA), USA’s draft regulatory guidance on “The
Considerations for Use of Artificial Intelligence to Support Regulatory Decision-Making for Drug and
Biological Products” and many more may have a direct impact on the business and operating model for
the CDMO.
a. Adherence to the existing and newer regulations is critical for receiving approvals from the
USFDA, PMDA Japan, China NMPA, and other such regulatory bodies. Furthermore,
sustainable manufacturing is another key area evolving across the industry, which is now
mandatory to follow for pharma manufacturers and CDMOs alike, with pharma companies
increasingly factoring in compliance with EHS and ESG standards as one of the key criteria for
selection of outsourcing partner.
b. It is therefore essential for the CDMOs to stay updated on the compliance standards and ESG
policies by either conducting in-house audits or receiving access to audits conducted by the
Pharmaceutical Supply Chain initiative (PSCI) or Ecovadis (EcoVadis is one of the world’s
largest and most trusted providers of business sustainability ratings).
INDIA CDMO MARKET
INDIA CDMO MARKET OVERVIEW
Large-scale, low-cost, and yet high-quality manufacturing capabilities with a high number of globally
accredited plants, broad portfolio expertise, and technology innovation will propel the Indian CDMO industry;
in 2024, it accounted for 5.4% of the global small molecule CDMO market.
11.0
5.7
5.0
4.5
4.1
3.1 3.4
2019 2020 2021 2022 2023 2024 2029F
As the world's most populous nation and an expanding working-age population, India holds a strategic advantage
over other countries in offering access to a substantially cheap labor force, reduced manufacturing cost (30%-
66
35% lower than western markets) whilst also standing out with a network of 3000 drug companies and over
67
10500 manufacturing units . In 2024, the Union Minister for Chemicals and Fertilizers and Health and Family
Welfare, inaugurated 27 green field bulk drug parks, while the union budget 2025-2026 proposed the allocation
of INR 5,268.72 crore (USD 602.90 million) for the Department of Pharmaceuticals (DoP). Historically, India
has displayed formidable proficiency in pharmaceutical manufacturing by producing vast quantities of affordable
generic drugs while maintaining extensive manufacturing capabilities in alignment with international regulatory
standards. The country is catering to about 200 nations spanning both regulated and unregulated markets. As a
result, India’s CDMO market is expected to witness double-digit growth.
66
India Brand Equity Foundation
67
India Brand Equity Foundation
175
noilliB
DSU
,tekraM
OMDC
aidnI
Exhibit 7.1: India CDMO Market, 2019-2029F
CAGR (2019F-2024)= 12.8% CAGR (2025F-2029F)= 14.0%
Source: Frost & Sullivan
Note: F -Forecast,The Indian CDMO market was therefore valued at USD 5.7 billion in 2024, having enjoyed a three-dimensional
growth trajectory from global pharmaceutical companies outsourcing to Indian CDMOs, domestic pharma
companies outsourcing to Indian CDMOs (to cater to the export market), and domestic pharma companies catering
to the local pharmaceutical demand. This three-pronged growth will likely propel the market to reach USD 11.0
billion in 2029, driven by the growing reliance of local Indian and international firms on the local Indian CDMOs
to scale operations efficiently and cost-effectively. Small Molecules segment accounts to more than 70% of the
total Indian CDMO market.
Like global trends, both demand and supply-side factors are contributing to the growth of the pharmaceutical
market. On one hand, the demand for CDMO services is steadily increasing as global pharma companies seek
reliable partners. At the same time, Indian CDMOs have been expanding their manufacturing capacity and
enhancing technical capabilities, positioning themselves as strategic collaborators in ensuring consistent and
scalable supply. These players have positioned themselves as reliable partners with the ability to work on both
innovator and generic drugs, as well as manufacture complex APIs and formulations at scale, enhancing their
unique value proposition. India's strong contract manufacturing capabilities were particularly evident during the
pandemic when global pharmaceutical supply chains were severely constrained.
Like that of India’s pharma export markets, Indian export CDMO market takes a significant share across the
CDMO market. Moreover, as Indian pharma companies expand their reach to regulated and semi-regulated global
markets, the dependence on CDMOs is constantly increasing, which is attributable to CDMOs seamlessly
managing the risk of supply chain disruptions and navigating through heterogeneous regulatory environments.
Growth in the Indian CDMO export market can also provide opportunities for domestic market-focused CDMO
players to expand services to cater to export markets.
On the other hand, the Indian domestic CDMO market is nascent in comparison, since IPM recently started
outsourcing large-scale manufacturing to CDMOs. The growth across the segment comes in response to the
growth in volume demand in the market for traditional and novel formulations, high penalties for poor quality-
related performance, diversification of sales channels in the form of trade generics, and many more. This requires
a specialized commercialization approach and the need to improve profitability by achieving cost-efficiencies,
which are provided by the players operating in the domestic CDMO segment.
Since COVID, between FY23 to FY25, the overall India CDMO market grew at a CAGR of 14.7%. Notably,
Cotec grew by almost 4X CAGR at 52.7% during the same period, bringing Cotec into the league of leading
players (especially with respect to CAGR), like Innova Captab Limited, Akums Drugs & Pharmaceuticals Ltd.,
which showed a growth in the range of 6%- 20% during the same time period, underscoring Cotec’s growing
market relevance.
GROWTH DRIVERS FOR INDIAN CDMOs
Capital inflow, US/EU/China+1 sentiment, heightened emphasis on quality, and increased drug demand will
drive growth for Indian CDMOs
• State-level policies promoting clusters of Industrial growth: Several Indian states are proactively
encouraging the establishment of manufacturing plants by offering attractive incentives:
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Uttarakhand : Uttarakhand has emerged as a pharma-friendly state, offering MSMEs subsidies on
capital investment, power, transport, and stamp duty. The Investment Promotion & Facilitation Centre
(IPFC) serves as a single-window system to streamline approvals. The Pharma City in Selaqui,
Dehradun, provides ready infrastructure for pharmaceutical units. Also, the Pharmaceutical Technology
Upgradation Assistance Scheme (PTUAS) facilitates MSMEs with a proven track record in meeting
global and national regulatory standards with constant investments, earmarked with the recent INR 300
crore investment. According to the NCAER N-SIPI Index, over 90% of investors in Uttarakhand reported
minimal land acquisition challenges underscoring its position as a key investment destination.
Uttarakhand produces 22% of India’s generic drugs. Leveraging Uttarakhand’s highly supportive
pharmaceutical manufacturing ecosystem, Cotec Healthcare has established their manufacturing facility
in Roorkee. This unit is engaged in the production of a wide spectrum of pharmaceutical formulations,
hormones, nutraceuticals, and herbal/ayurvedic products. Also, the company is certified by WHO state-
of-GMP, FSSAI, ISO 9001, and ISO 14001.
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Invest India, Uttarakhand
17669
Punjab As of 2025, Punjab continues to offer robust incentives to attract pharmaceutical and CDMO
investments under its Industrial & Business Development Policy 2017, with several enhancements. The
state provides a 100% exemption or reimbursement on land and building costs for purchase or lease,
which is counted under fixed capital investment. Additionally, Punjab is developing state-of-the-art
pharmaceutical parks in Bathinda and Fatehgarh Sahib, equipped with shared infrastructure to support
manufacturing operations. Recurring incentives include a 100% GST reimbursement for up to 15 years,
and companies can recover up to 200% of their fixed capital investment. There is also a 100% exemption
on electricity duty for 15 years and a property tax exemption for up to 10 years. To support employment,
Punjab offers subsidies of up to INR 48,000 per employee per year for women and SC/BC/OBC
candidates, and INR36,000 for others, for a period of five years with no domicile restrictions.
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Jammu and Kashmir : The New Central Sector Scheme for Industrial Development of Jammu &
Kashmir, launched by DPIIT, is a key driver of the region’s economic transformation. Effective from
April 1, 2021, to March 31, 2037, the scheme aims to position J&K as a competitive industrial hub by
attracting fresh investments and supporting existing enterprises. With a financial outlay of INR 28,400
crore, it offers four incentives: Capital Investment Incentive, Capital Interest Subsidy, GST-linked
Incentive, and Working Capital Interest Subsidy—reducing setup and operational costs for
manufacturing units, including pharma and CDMO facilities. As of 2025, uptake has grown in sectors
like pharmaceuticals, food processing, and light engineering. The government has prioritized ease of
doing business, streamlined land acquisition, and single-window clearances. New units must begin
operations within three years, and expansion projects must invest 25% more in plant and machinery to
qualify. The scheme is catalyzing industrial growth, job creation, and positioning J&K as an emerging
hub for small molecule CDMOs.
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Himachal Pradesh : Himachal Pradesh continues to solidify its position as another important
pharmaceutical manufacturing hub in India, particularly through the Baddi-Barotiwala-Nalagarh (BBN)
industrial belt, often referred to as the “Manchester of Pharma”. As of FY 2024–25, pharmaceuticals
accounted for 60% of the state’s total exports, and 45% of all pharma exports from Northern India. To
further boost domestic production of APIs and reduce import dependency, the state has received in
principle approval under the Government of India’s Bulk Drug Parks Scheme, which includes a grant of
INR 1,000 crore for developing shared infrastructure such as solvent storage, testing labs, logistics, and
effluent treatment facilities. Himachal Pradesh’s power surplus status, favorable climate, and strong
healthcare and educational infrastructure make it an attractive destination for pharmaceutical and CDMO
investments.
• Capital inflow from investors: India’s contract manufacturing sector is experiencing rapid growth, driven
by rising global demand, regulatory reforms, and strong investor interest, with Private equity and pharma
companies actively investing in this space. For instance, Sai Lifesciences and Anthem Biosciences raised
capital in the range of USD 350 million to USD 370 million, indicating a growing investor confidence within
the Indian CDMO segment. Also, the Indian government’s support for 100% FDI in greenfield
pharma and 74% in brownfield projects continues to attract global capital, fostering innovation, capacity
expansion, and global competitiveness for Indian small molecule CDMOs as well as CDMOs.
• Shifting Growth from China to India: A Structural Trend- China’s age-old dominance on the global CDMO
market is diminishing with the changing geopolitical and trade landscape. As a result, leading global
pharmaceutical companies need to diversify their manufacturing bases, with India emerging as a preferred
alternative, driven by several key factors:
o Trade Wars and Tariffs – The ongoing US-China trade tensions and tariffs on pharmaceutical raw
materials have accelerated the shift towards India, as multinational companies increasingly seek
reliable and cost-effective alternative suppliers.
o Supply Chain Diversification – India became the key beneficiary of the COVID-19-related risks of
over-reliance on China, which exposed several supply chain-related challenges. This prompted
pharmaceutical companies to diversify their supply chains, making India a key beneficiary.
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Invest India, Punjab
70
Invest India, Jammu and Kashmir
71
Invest India, Himachal Pradesh
177o Regulatory and Compliance Issues in China – China’s intensified crackdown on industrial pollution
and heightened regulatory oversight have disrupted pharmaceutical manufacturing operations. In
contrast, India’s consistent regulatory framework and strong compliance record are positioning it as
a more stable and reliable manufacturing hub.
o Cost Considerations –With the rising workforce demands for better pay, manufacturing wages in
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China have been growing by 5%-6% year on year. This differential has reinforced India’s position
as a more cost-effective destination for contract manufacturing.
INDIA CDMO MARKET BY PRODUCT TYPE
India’s CDMO market benefits from India’s advantageous position in manufacturing scale and compliance
track records, catalyzing a strong double-digit growth across both the API and FDF segments. The India API
CDMO segment mirrors the global market trend, dominating with a 59% share of the total Indian CDMO
market.
Exhibit 7.2: India CDMO Market by Exhibit 7.3: Growth Rate of India CDMO
Product Type, 2019, 2024, 2029F, USD Market by Product Type, 2019-2029F
Billion
4.8
2029F
6.2 15.3%
FDF
14.1%
2.3
2024
3.4
13.0%
API
1.2
2019 11.9%
1.9
FDF API CAGR (2024-2029F) CAGR (2019-2024)
Source: Frost & Sullivan
Source: Frost & Sullivan
Note: F-Forecast
Note: F-Forecast
Driven by the shifting global supply chains and rising export demand, India’s small molecule API CDMO market
was valued at USD 3.4 billion in 2024. Similar to the global market trend, the API CDMO segment captured the
majority share, standing at 59.0% in 2024. The segment is expected to witness expansion from USD 3.4 billion
in 2024 to USD 6.2 billion in 2029, growing at a CAGR of 13.0%. India is fast emerging as the preferred choice
for CDMO services due to its incredible capabilities to scale production whilst allowing a significant cost
advantage and a resilient compliance record. Moreover, the acceleration in the market is also driven by global
pharma companies’ push to de-risk from Chinese companies, mounting investments in HPAPIs, and backward-
integrated manufacturing capabilities aimed at serving global markets.
On the other hand, the FDF CDMO segment is also expected to show double digit growth, rising from USD 2.3
billion in 2024 to USD 4.8 billion in 2029, with a strong CAGR of 15.3% between 2024 to 2029. With the global
patent cliffs, there is a rising demand for generic formulations, which can be supported by India’s already strong
generics manufacturing capabilities and competitive cost structure, driving export-led growth in this segment.
Increasing complexity in formulations and greater outsourcing by mid-sized global pharma players are also
enhancing India’s position as a key partner for oral solids, injectables, and complex FDFs. Cotec Healthcare offers
an expansive portfolio of 24 diverse formulations in the Finished Dosage Form (FDF) segment. This includes a
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Trading economics - China Average Yearly Wages in Manufacturing
178wide range of dosage forms such as tablets, capsules, ampoules, injections, dry powders, and syrups, among
others.
INDIA’S FAVORABLE POSITION IN THE GLOBAL SMALL MOLECULE CDMO MARKET
COMPETITIVE ADVANTAGES FOR INDIAN CDMOs
Indian CDMOs are attracting global pharmaceutical companies with lower cost of manufacturing, advanced
manufacturing capabilities, and supply chain resilience. They will therefore continue to benefit from a
convergence of global outsourcing trends, India-specific policy reforms, and global market shifts.
The Indian CDMO industry, which has been historically recognized for its significant cost advantage, has
witnessed a transformation in recent years, with robust investments in advanced manufacturing technologies such
as continuous processes, which are built on a broad suite of technical capabilities across multiple service lines.
With capabilities in manufacturing both small and large molecules with complex chemistries, Indian CDMOs are
now benchmarked against global competitors with a multitude of factors contributing to the same. Some of the
key factors contributing to the growth of Indian CDMOs include:
• Regulatory Reforms: GMP Compliance and Schedule M Updates- The revised Schedule M
guidelines and stricter Good Manufacturing Practices (GMP) compliance requirements are reshaping
India's pharmaceutical sector by means of implementing a unified 'One Quality, One Standard Policy'
nationwide. Originally, Schedule M, part of the Drugs and Cosmetics Act, outlines stringent guidelines
for pharmaceutical manufacturing in India, covering various aspects such as facility maintenance,
processes, quality control, safety testing, and more. Pharmaceutical companies in India were given 6 to
12 months to comply with the revised Schedule M guidelines, which became effective on August 2,
2023. As an immediate effect of the Schedule M, many smaller Contract Development and
Manufacturing Organizations (CDMOs) faced shutdown notices, potentially benefiting larger players.
• In December 2023, the policy was revised to improve GMP requirements and stricter controls on facility
designs and associated quality checks, ensuring enhanced production quality and safer drugs in
compliance with domestic and international regulatory standards such as US FDA cGMP and WHO
GMP. The latest revisions introduced a pharmaceutical quality system (PQS), quality risk management
(QRM), product quality review (PQR), qualification and validation of equipment, and a computerized
storage system for all drug products.
• While the government of India mandates the Schedule M for MSMEs and other pharma manufacturers,
failure to abide could potentially lead to license cancellations, production shutdowns, as well as exclusion
from both domestic and export markets. Especially in high-consumption states with dedicated medical
supply corporations, drug manufacturers could potentially lose their government contracts and future
access to government tenders. As of May 2025, out of the 10,500 manufacturing units in India (which
includes MSMEs), many are yet to submit their upgrade plans under the revised Schedule M plans, with
some of them claiming insufficient timelines, leaving them on the verge of potential closure. In this
regard, for MSMEs who submitted their plans in Form A to the Central License Approving Authority
were given an extension up to 31st December 202573 .
• On a broader scale, non-compliance with the revised Schedule M could cause supply chain disruptions
owing to the non-availability of essential drugs and overall drug pricing. Also, with respect to the export
markets, the companies supplying medicines could face rejection of their shipments, with increased
scrutiny from regulatory bodies in the destination countries. These additional inspections could also lead
to greater costs (in the form of penalties) as well as a potential license suspension, losing access to these
export markets.
• Companies struggling to meet these heightened standards (such as small and mid-segment pharma
players) are increasingly resorting to CDMOs partnerships, leading to greater outsourcing volumes. On
the other hand, CDMOs in India, with robust regulatory expertise and advanced infrastructure, are
therefore emerging as preferred partners for both domestic and global pharmaceutical firms seeking to
ensure compliance with evolving quality benchmarks. In January 2025, Pharma companies (especially
MSMEs) were provided with an extension for the implementation of these revised standards up to
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December 2025 .
73
Ministry of Health and Family Welfare
74
Ministry of Health and Family Welfare
179• Foreign Direct Investment (FDI) Policy and Pharma-Sector Growth- Under the liberalized FDI
policy, the government of India allows 100% FDI in the Pharma sector. The FDI policy has played an
instrumental role in attracting foreign investments in pharmaceutical manufacturing. From April 2000 to
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September 2024, FDI inflows reached USD 23.04 Billion with an additional INR 11,888 crore (USD
1.3 billion between April to December 2024). In FY25, the country witnessed a growth of 14% in the
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FDI inflows, reaching USD 81.04 billion . As a result, Indian CDMOs could expand their
manufacturing capacities, invest in cutting-edge technologies, and enhance regulatory compliance, which
are key factors driving the sector's rapid expansion.
• Ease of Doing Business: A More Predictable Industrial Environment- With a multitude of stable
policies and schemes, India's business environment has become more stable and predictable, enabling
pharmaceutical companies to engage in long-term planning with reduced risk. According to the
Economist Intelligence Unit (EIU) Business Environment Rankings (BER) for 2023-27, India showed
an improvement in ranking from 14th in the 2018-22 period to 10th among 17 Asian economies77 . This
progress, driven by enhanced regulatory transparency and improved operational efficiency, positions
India as a compelling hub for global pharmaceutical outsourcing.
• Expert Talent Pool: A Growing Workforce Advantage- India's demographic advantage plays a crucial
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role in the CDMO sector's expansion. As the most populous country in the world, 25%- 27% the
population in India falls between the age group of 20-60 years, allowing the country to enjoy a
demographic dividend that strengthens its labor force. Additionally, India’s regional labor market
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ranking improved from 16th in 2018–22 to 13th in 2023–27 , surpassing China, Sri Lanka, and
Bangladesh. This combination of a young, skilled, and cost-efficient workforce makes India an
increasingly attractive destination for pharmaceutical outsourcing.
• Competitive edge with a Regulatory-Compliant Infrastructure: Having established themselves as
strong contenders in the global CDMO industry, Indian CDMOs have made significant strides in
enhancing quality control frameworks, obtaining certifications from global regulatory bodies such as the
FDA, EMA, WHO-GMP, and ISO, as well as semi-regulated markets like Saudi Food and Drug
80
Authority (SFDA) and South Africa’s SAHPRA. With over 3,000 pharmaceutical companies
operating across 10,500 manufacturing facilities, India ensures robust, high-quality, and regulatory-
compliant pharmaceutical production on a large scale.
• Advancements in Complex Formulation Development: There is a growing demand for complex
formulations that require enhanced solubility and bioavailability. As global drug pipelines take a turn
toward more complex therapies, such as ophthalmic solutions, about 70% of these new drugs have low
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aqueous solubility profiles , making cost-effective solubilization technologies critical. In response,
Indian CDMOs have invested in state-of-the-art solutions, including particle size manipulation,
amorphous solid dispersions, salt and co-crystal engineering, and lipid-based drug delivery systems.
75
India Brand Equity Foundation
76
Ministry of Commerce and Industry
77
Economist Intelligence Unit’s (EIU) Business Environment Rankings (BER)
78
Economic and Social Commission for Asia and the Pacific (ESCAP)
79
Economist Intelligence Unit (EIU)
80
India Brand Equity Foundation
81
Pubmed – Bioavailability enhancement techniques for poorly aqueous soluble drugs and therapeutics
180• Cost Advantage:
Solution to combating global
pricing pressure- India delivers
substantial cost advantages in
100% pharmaceutical manufacturing
compared to both its Asian and
65-75%
Western counterparts. Notably,
45-55% drug development and
30-40% production costs in India are
estimated to be 30–40% lower
than in the United States or
India China Europe USA Europe. This cost efficiency
strengthens India’s competitive
edge over other nations, offering
significant value to global
pharmaceutical companies
facing mounting pressure from drug price erosion and narrowing profit margins.
RISK FACTORS/ BARRIERS TO ENTRY IN THE INDIAN CDMO MARKET
The growth trajectory and strategic appeal of the Indian CDMOs are drawing interest from both established
players and unconventional new market entrants. However, achieving meaningful scale and adopting
advanced technologies are becoming increasingly critical for attracting and retaining pharmaceutical clients
demanding significant capital investment, which in turn creates high barriers to entry. As a result, scalability
and sustainability remain a critical challenge, especially for new entrants, reinforcing the competitive
advantage of well-capitalized and technologically advanced CDMOs.
The Indian small molecule CDMO segment’s appeal is undeniable and has attracted unconventional companies
to foray into the segment. However, high barriers to entry curtail the number of new entrants and the scalability
of incumbents. Furthermore, the significant size and operations of existing CDMOs add to new entrants’
challenges in establishing themselves in a highly competitive market. Some of the barriers to entry are discussed
below.
• High Capex: High Capital Expenditure (Capex) remains a significant barrier to entry in the Indian CDMO
market. A pharmaceutical manufacturing facility with all the necessary equipment, compliance, and
regulatory measures can be highly capital-intensive. With the rising cost of capital (interest rates on loans),
achieving viable returns on investments is increasingly difficult, considering multiple costs involved
(starting from INR 5-10 crores and can go as high as INR 50 crores), as well as associated interest rates
on bank loans. Hence, to enter the CDMO business, large funds for capital investments can be a hindrance
and a barrier to entering the market.
• Competing with large-scale CDMOs that provide end-to-end services: Established CDMOs hold a
clear edge over newer entrants by offering end-to-end services across the drug development value chain.
Backed by stronger financial resources, they can deliver integrated solutions from early development to
commercial-scale production, making them attractive partners for pharma companies. In contrast, smaller
CDMOs, constrained by limited resources, often provide only select services. As sponsors increasingly
prefer a single integrated partner, building such capabilities demands heavy investment in infrastructure,
talent, compliance, and technology, creating high entry barriers.
• Higher per-unit production cost: Cost per unit remains a significant barrier to entry for new players in
the CDMO industry. Established companies benefit from economies of scale, driven by larger production
volumes, optimized operations, and a broader customer base. This allows them to achieve a lower cost
per unit, making their services more competitive in pricing-sensitive markets. In contrast, newer entrants
often operate at limited capacity and with fewer clients face higher per-unit production costs, which can
hinder their ability to compete on price and margin. This cost disadvantage further reinforces the
dominance of mature CDMOs and raises the entry threshold for emerging players.
• Challenges Maintaining Customer Relations and Market Entrenchment: In the competitive CDMO
market, companies with over 10–15 years of experience have built strong reputations and long-term
partnerships with key pharma players. Their proven track records, regulatory reliability, and consistent
delivery make them preferred partners. Many also engage with the public sector through government
contracts and health tenders, enhancing credibility and ensuring steady demand. These relationships create
high entry barriers for new players. As a result, newcomers must demonstrate operational excellence,
181
%
,gnicruostuO
fo
segatnavdA
tsoC
Exhibit 7.4: Cost Advantages of Outsourcing to
CDMO by Region, 2024
Source: Industry KOL, Frost & Sullivan
Note: Regional comparison is indexed to USAregulatory compliance, and the ability to earn trust from both private sponsors and government
stakeholders to compete effectively in this space.
CRITICAL SUCCESS FACTORS FOR INDIAN CDMOs
To grow to even larger scales and compete with global CDMOs, Indian counterparts will have to focus on
quality, offer scalability-flexibility-competency, and be able to serve across larger parts of the pharma value
chain.
Similar to other pharmaceutical sectors, certain risks and challenges are prevalent in the Indian CDMO industry.
For instance, rapidly changing regulations, increased stringency for quality compliance, challenges in importing
raw materials due to geopolitical tensions, and rising costs due to a global increase in inflation, to name a few.
However, certain critical success factors can aid Indian CDMOs in navigating through these challenges, emerging
as true and long-term partners for pharma sponsors and competing with global CDMOs, as discussed below.
• Emphasis on quality and compliance: With the growing global regulatory scrutiny, India has
undertaken several measures, such as the Directorate General of Foreign Trade (DGFT) mandating the
testing of all export drugs at designated central laboratories since June 2023. This move enhances
international confidence in Indian pharmaceutical exports and sets a benchmark for CDMOs to achieve
the utmost quality standards. A consistent record of regulatory audits and a wide range of accreditations
are becoming essential for Indian CDMOs to access new markets and establish long-term global
partnerships. For instance, WHO-GMP, FSSAI, and ISO 9001-2015 certifications for Cotec
Healthcare’s manufacturing facilities have allowed the company to cater to 14 countries.
• Extensive operational capacities for diverse drug types, delivery models, and dosage forms:
Modern CDMOs showcase expertise not only in complex molecules (e.g., peptides, polymeric
compounds) but also in advanced formulations such as dry powders, ointments, oral suspensions, gels,
specialized delivery systems like ophthalmics, implantables, transdermals, and extended-release
injectables, and many more. Their ability to innovate and adapt to evolving requirements strengthens
their value proposition. For example, Cotec Healthcare manufactures a variety of dosage forms,
including injectables, ointments, tablets, syrups, and dry powders. It has separate manufacturing units
for each dosage form and product type, which allows it to compete across different segments of the
Indian CDMO market.
• Operational capabilities: CDMOs must possess robust operational capabilities to accommodate a wide
range of drug types, modalities, and formulations, as well as challenging project timelines. As
pharmaceutical compounds become increasingly complex with higher molecular weights, multiple
chiral centers, and stronger toxicity profiles, specialized processes are essential to ensure safe and
effective handling. Additionally, the required production volumes can vary significantly, from less than
half a ton to over 10 tons annually, depending on the drug’s nature and its target market. This variability
demands a high degree of agility from CDMOs in scaling operations up or down efficiently.
• Maintaining strong delivery record: A strong delivery record is essential for CDMOs to build long-
term partnerships with pharma sponsors, supported by robust quality systems that allow them to manage
multiple projects on time. Mature operational frameworks help mitigate risks in quality, logistics,
regulatory compliance, and intellectual property, particularly in global operations. Equally important is
a reliable network of KSM and intermediate suppliers, especially where backward integration is limited,
ensuring supply chain continuity, adherence to milestones, and protection against contamination or
impurities.
• Robust Intellectual Property (IP) Protection: Robust Intellectual Property (IP) protection is central
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to India’s growing role in global pharmaceuticals and innovation. As per WIPO India ranked 6th
worldwide in total IP filings in 2023 and improved in the Global Innovation Index from 48th in 2020
83
to 39th in 2024 among 133 economies. This progress reflects India’s commitment to a reliable IP
environment. For CDMOs, this means prioritizing strict IP protection through confidentiality
agreements and effective systems to manage patents, trademarks, and proprietary technologies.
• Technical proficiency in manufacturing complex products: Indian CDMOs hold significant
expertise in complex chemical synthesis, such as analgesics and antipyretics, antidiabetics, anti-virals,
and anti-microbials. They are uniquely positioned to lead in the evolving global pharmaceutical supply
chain. Their long-standing capabilities in handling intricate small molecule processes, combined with
82
World Intellectual Property Organization (WIPO)
83
Department of Science and Technology Year End Review 2024
182cost-effective scalability, make them preferred partners for global pharma. For instance, Cotec
Healthcare showcases capabilities across complex molecule manufacturing, such as Cephalosporins,
supported by its broad beta-lactam portfolio of antibacterials and antimicrobials. Furthermore, Indian
CDMOs are increasingly investing in the development and containment infrastructure required for
Highly Potent Active Pharmaceutical Ingredients (HPAPIs), a segment gaining traction due to its
precision targeting and therapeutic efficacy. This blend of technical depth and operational agility is
enabling Indian CDMOs to move up the value chain and compete with global peers in high-barrier,
high-value segments.
• Capacity and scalability: With the rising demand for generic drug manufacturing, there is an increased
reliance on CDMOs, particularly those with larger manufacturing capacities/ facilities. To meet the
growing demand, CDMOs are aggressively expanding capacity through greenfield investments and
strategic acquisitions, aiming to offer large-scale, flexible manufacturing capabilities. For small
molecule CDMOs, the ability to deliver high-volume, cost-efficient production while maintaining
regulatory compliance and tech transfer agility has become a key differentiator. Indian CDMOs are also
investing in both greenfield and brownfield expansions in line with the GMP standards. Additionally,
specializing in specific categories like complex generics, and many more provides them with a
competitive edge over other global CDMOs.
• Commitment to sustainability: Indian CDMOs are increasingly focusing on sustainability initiatives
such as minimizing energy consumption, waste reduction, and a reduction in carbon footprint, as they
are increasingly becoming pivotal to the pharmaceutical industry. As global pharmaceutical companies
prioritize environmentally responsible supply chains, Indian CDMOs are aligning their operations with
these expectations, investing in green chemistry, energy-efficient infrastructure, and zero-liquid
discharge systems.
INDIAN CDMO COMPETITIVE LANDSCAPE
The Indian CDMO landscape is fragmented but evolving, with players differentiating through either
specialization in select dosage forms or broad market focus across regulated and semi-regulated geographies.
This dual strategy, combined with cost advantages and regulatory strength, is positioning Indian CDMOs as
vital partners in global pharma supply chains.
The Indian CDMO industry is marked by a fragmented yet specialized and competitive landscape. This
fragmentation creates intense competition but also provides flexibility and choice for pharmaceutical clients
seeking outsourcing partners. Seeking differentiation based on formulation capabilities or end-market focus. Some
of the Indian CDMOs have built deep specialization in select dosage forms such as oncology injectables, high-
potency APIs (HPAPIs), ophthalmic, oral solids, dry powders, liquids/ gels/ semi-solids, and sterile formulations,
while others have chosen to diversify their offerings basis specific end market focus across either regulated/
developed markets or emerging/ unregulated markets. This dual approach of super specialization versus broad
market focus is shaping competitive strategies across the sector.
Coupled with cost advantages, regulatory credibility, and technical expertise, this evolving competitive landscape
is positioning Indian CDMOs as critical partners in global pharma supply chains. Indian CDMOs have
strategically positioned themselves for both regulated markets (like the USA, EU, Japan, Australia, and many
more) by investing heavily in compliance, technology, and USFDA-approved facilities. On the other hand, some
of the CDMOs target semi-regulated geographies such as Latin America, Africa, and Southeast Asia, where
pricing pressures are less acute and entry barriers are comparatively lower. In terms of partnerships, they work
through agile and flexible partnership models, providing scalable, multi-modal services with regulatory and
technology transfer expertise to support both innovator pipelines and complex generics. Moving forward, Indian
CDMOs are expanding their role from transactional outsourcing to long-term strategic partnerships, offering end-
to-end services that span development, scale-up, commercial manufacturing, and packaging.
OPERATIONAL COMPARISON OF SELECT INDIAN CDMOs
Cotec Healthcare has emerged as a growing player in the Indian pharmaceutical contract development and
manufacturing (CDMO) landscape with its manufacturing facility located on the Roorkee-Dehradun Highway in
Kishanpur, Roorkee, Uttarakhand. The facility supports the production of a wide range of healthcare products,
including pharmaceutical formulations such as antibiotics, anti-diabetics, anti-inflammatory agents, and pain
medications, as well as ayurvedic and herbal preparations, hormonal therapies, and nutraceuticals. Cotec
distinguishes itself in terms of dosage form diversity, with capabilities spanning approximately 24 distinct
183formulation types. These include injectables, tablets, capsules, ointments, eye drops, ampoules, vials, liquid and
dry syrups, and infusions. This range allows them to serve diverse client needs with technical versatility.
The company also holds expertise in producing antibacterials, antimicrobials, calcium channel blockers, and
angiotensin inhibitors, along with a portfolio in anti-inflammatory and pain management therapies. In FY24,
Cotec’s annual manufacturing capacity exceeded 4.05 billion dosage units, underscoring its operational scale and
presence Indian CDMO sector. Cotec Healthcare is the second largest player in the CDMO industry in India in
terms of number of dosage forms with capabilities across 24 distinct formulation types (among the peers assessed).
Exhibit 8.1: Operational Analysis of Select Indian CDMOs, India, FY25
No. of Mfg. Facility Annual Production Capacity/ Capacity
Name HQ
Facilities Locations Utilization
Total Formulations: 5.11 billion (only tabs,
capsules, oral liq)
1. Tablets: 3470 million
2. Capsules: 1410 million
Himachal
Tirupati Medicare 4 HP, India 3. Oral Liquids: 270 million (bottles)
Pradesh, India
4. Oral Power: 25.9K Ton
5. Ointments, roll-ons, and Creams: 10
million (Bottles)
6. Oils: 40 million units (Bottles)
Total Formulations: 26.42 billion
1. Tablets and Capsules: 24,795 million
2. Ointments: 23 million
Innova Captab
Maharashtra, 3. Dry Powder Injections: 607 million
Ltd. (Innova 4 HP, India
India 4. Dry Syrup: 365 million
Captab)
5. Oral Liquids: 71 million
6. BFS (Large and small volume parenterals
and Respules): 562 million
Total Formulations: 10.96 billion
1. Tablets: 4480 million
2. Capsules: 567 million
Synokem Pharma Delhi, India 2 (CDMO) UK, India 3. Oral Liquids : 4800 million
4. Ointment: 1080 million
5. Gel: 14.6 million
6. Sachets 14.6 million
Total Formulations: 49.24 billion**
1. Oral Solids: 47,900 million
Akums Delhi, India 14 Pan India 2. Sterile Preparations: 767 million
3. Liquids: 417.6 million
4. External: 158.4 million
Total Formulations: 8.63 billion
Dehradun, UK, 1. Tablets and Capsules: 8522 Million
Windlas Biotech 5 UK, India
India 2. Pouch and Sachets: 54 million
3. Liquid bottles: 61 million
Total Formulations: 4.05 Billion
1. General tablets – 3,214 million
2. Capsule – 454 million
3. Liquid (Syrups) – 48.4 million
4. Herbal Liquids – 10.1 million
5. Ointments – 48.5 million
Uttarakhand,
Cotec Healthcare 1 UK, India 6. Eye/ Ear drops – 18.2 million
India
7. Injections – 75.8 million
8. Infusions – 33.3 million
9. Medical soaps – 7.1 million
10. Beta Dry Syrup – 4.5 million
11. Beta Dry powder injection – 15.15 million
12. Hormones – 121.2 million
Source: Annual Reports, Company Websites as accessed in August 2025, DRHPs, Frost & Sullivan
184Note: The CDMO selection is based on a focus on serving Domestic markets and the extent of availability of
information.
The Indian CDMO industry is focusing on building patient-centric dosage solutions with their portfolio spanning
a multitude of therapy areas, multiple innovative formulations that enhance drug actions, and novel drug delivery
systems (NDDS). With a global outreach and access, these companies are now well aligned with the global
regulatory landscape and support in the manufacturing of different therapies such as hormone therapies like
(corticosteroid hormones, thyroid hormones, somatostatin analogs, and reproductive hormones (Androgen,
Estrogen, Progestin, Anti-androgens, Anti-estrogens, Aromatase inhibitors), antibacterial/ antimicrobial therapies
and beta lactams (such as cephalosporins) as well as pain medications like NSAIDs.
Catering to both developed and emerging markets, companies focus mainly on unregulated markets, catering to
the local needs. For example, Cotec Healthcare is concentrated on less developed by emerging geographies across
Central Asia, and Western Africa, considering the region’s much anticipated higher GDP growth in the coming
years.
Across Central Asia, the company caters to countries like Ukraine, Uzbekistan, Turkmenistan, Tajikistan,
Kazakhstan, and Burkina Faso alongside the Indian market. The company also plans to expand into the European
region, while continuing to focus on Western Africa, owing to its active operations in the region. Across Western
Africa, the company operates in Nigeria, Uganda, Senegal, Sierra Leone, and many more countries.
185Exhibit 8.2: Dosage Forms Analysis of Select Indian CDMOs, FY25
Tirupati Innova Synokem Windlas Cotec
Dosage Forms Akums
Medicare Captab Pharma Biotech Healthcare
Presence in the total number of
13 6 8 28 15 24
dosage forms (30)
OL Dry syrups Yes Yes
OL Solutions, suspension Yes
OL Liquid Orals, Syrups Yes Yes Yes Yes
OS Tablets Yes Yes Yes Yes
OS Capsules Yes Yes Yes Yes
OS Medicated Chewing Gums Yes
OS Chewable Tablets Yes
Orally Disintegrating Yes
OS
tablets/powder
OS Tablet-in-Tablet
OS Bi-layered tablet Yes Yes Yes
OS Controlled/ Modified Release Yes 1 Yes Yes
OS Powders Yes Yes Yes
OS Granules Yes Yes
OS Effervescent Tablets
OS Soft Gels
PR Emulsions
PR Dry Powder Injections Yes Yes
PR Pre-Filled Syringe
PR Injectables – Vials Yes
PR Injectables – Ampoules Yes
Injectables/Sterile Prep –
PR
Blow-filled Seal/Respules
TP Ointments Yes Yes Yes Yes
TP Sterile ophthalmic ointments
Sterile intra-mammary
TP
ointments
TP Creams Yes Yes
TP Gels Yes Yes Yes
TP Sprays/Aerosols Yes
TP Eye Drops Yes
IH Dry powder inhaler
Nasal aerosols, Spray and
IH Yes
Powders
Source: Annual Reports, DRHP, Company Websites, as accessed in August 2025, Frost & Sullivan
Note: Ointments include, Hormonal ointments, Sterile Ophthalmic ointments, and sterile Intra-mammary
ointments
Abbreviations: TP: Total parenteral; OS: Oral Solids; OL: Oral Liquids; IH: Inhalable; PR: Parenteral
FINANCIAL BENCHMARKING OF 5 INDIAN CDMOs
186Cotec Healthcare Private Limited is the fastest growing CDMO across the Indian CDMO industry in terms of
revenue CAGR, when compared to its peers, with the FY25 revenue of INR 1,922.36 million, indicating almost
40% CAGR from INR 1,379.75 million in FY24. The Indian CDMO market includes multiple vendors, including
Akums, Innova Captab Limited, and Windlas Biotech Limited, to name a few.
Exhibit 8.3: Financial Analysis of Select Indian CDMOs, FY25, INR Million
Parameter/ Innova Captab Akums Windlas Biotech Sai Life Sciences Cotec Healthcare
Company (FY25) (FY25) (FY 25) Ltd. (FY25) FY 25)
Revenue from
12,436.76 41,181.58 7598.78 16.945.70 1,922.36
Operations
Total Revenue
CAGR FY23 – 15.87% 6.15% 21.70% 17.99% 52.72%
FY25
EBITDA 1,861.55 4644.80 941.07 4.056.61 314.42
EBITDA CAGR 17.23%
27.98% 25.00% 56.83% 81.79%
(FY23-FY25)
EBITDA Margin 14.97% 11.28% 12.38% 23.94% 16.36%
EBIT 1,613.76 3,110.34 66.22 2.670.88 283.25
PAT 1,282.58 3,437.77 609.94 1702.00 200.00
PAT Margin 10.31% 8.35% 8.03% 10.04% 10.40%
PAT CAGR (FY22
37.38% 87.47% 19.62% 312.78% 99.36%
– FY24)
ROCE 13.15% 12.52% 12.79% - 36.43%
Return on Equity 13.37% 11.28% 12.06% - 33.91%
Net Worth 9.594.17 30,470.14 5,057.72 - 589.73
Debt/Equity Ratio 0.35 0.00 0.05 - 0.44
Inventory Days 93 102 63 - 75
NAV/share (INR) - - - - -
EPS diluted (INR) 22.41 22.60 27.88 4.57 1.75
EPS basic (INR) 22.41 22.60 27.97 4.53 1.75
Face Value (INR) 10.00 2.00 5.00 5.00
Source: Annual Reports, DRHP, MCA, Frost & Sullivan
Note: “-“ indicates Not Available; CDMO selection for analysis includes API and FDF CDMOs and is influenced
by data availability and regional focus. For Synokem Pharma and Tirupati Medicare, FY25 data was unavailable,
hence they are not included in the financial benchmarking.
187OUR BUSINESS
Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any
financial information) are to the Company along with its Subsidiary, on a consolidated basis. To obtain a complete
understanding of our Company and business, prospective investors should read this section in conjunction with
“Risk Factors”, “Industry Overview”, “Financial Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 32, 130, 255 and 311, respectively as well
as financial and other information contained in this Draft Red Herring Prospectus as a whole. Additionally, please
refer to “Definitions and Abbreviations” beginning on page 2 for definition of certain terms used in this section.
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus, including in
“Industry Overview” and “Our Business” on pages 130 and 188, respectively, has been obtained or derived from
the report titled ‘Independent Market Assessment of Global Pharma and CDMO Market’ dated September 4,
2025, prepared by F&S. The F&S Report is available on our Company’s website at https://cotec.in/industry-
report/#. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us
for the purposes of presentation. Also see, “Certain Conventions, Currency of Presentation, Use of Financial
Information and Market Data – Industry and Market Data” on page 21.
We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this Draft Red Herring Prospectus. Such measures and indicators are not
defined under Ind AS, IFRS or U.S. GAAP, and therefore, should not be viewed as substitutes for performance,
liquidity or profitability measures under Ind AS, IFRS or U.S. GAAP. In addition, such measures and indicators
are not standardized terms, and a direct comparison of these measures and indicators between companies may
not be possible. Other companies may calculate these measures and indicators differently from us, limiting their
usefulness as a comparative measure. Although such measures and indicators are not a measure of performance
calculated in accordance with applicable accounting standards, our Company’s management believes that they
are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating
performance. Some of the information set out in this section, especially information with respect to our business
plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read
“Forward Looking Statements” beginning on page 22 for a discussion of the risks and uncertainties related to
those statements and “Risk Factors” beginning on page 32 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.
OVERVIEW
We are the second-largest player in the contract development and manufacturing organization (“CDMO”)
industry in India in terms of number of dosage forms with capabilities across 24 distinct formulation types (among
peers assessed by F&S). (Source: F&S Report) Our CDMO offerings include formulation, loan licensing and
commercial manufacturing of off-patent products, including complex generics, in more complex delivery forms
such as modified and sustained release forms, for institutional and private customers. Our offerings include a
comprehensive range of products across various dosage forms including injectables, tablets, capsules, ointments,
eye drops, ampoules, vials, liquid and dry syrups, and infusions, among others. (Source: F&S Report)
We are one of the fastest-growing company amongst our peers, with a revenue CAGR of 52.72% from Fiscal
2023 to Fiscal 2025, based on our Restated Consolidated Financial Statements. (Source: F&S Report) As per the
F&S Report, during the Fiscal 2025, our Company recorded the highest RoCE of 36.43% and RoE of 33.91%,
among its peers, thereby making it a key competitor in the industry. The Indian pharmaceutical market is
witnessing a value increase from USD 16.6 billion in 2019 to 38.3 billion in 2029, with an expected CAGR of
8.0% between 2019 to 2024 to reach USD 20.13 billion and a further CAGR of 9.5% between 2024 to 2029. The
small molecule segment accounts for 80% - 90% of the total market, in 2024 by value as well as in terms of
volume of drugs, with the biologics (including biosimilars) segment ranging between USD 4.5 to USD 5.5 billion
in 2024. The IPM is ranked third in the world in terms of pharmaceutical production volumes contributed by
generics, OTC drugs, other bulk drugs as well as contract research and manufacturing industry, and is amongst
the fastest growing pharma industries in the world. (Source: F&S Report)
Since our inception, we have been manufacturing formulations for leading pharmaceutical companies and have
built a track record of developing and successfully commercialising them under our product portfolio. For
example, a multivitamin and a multimineral syrup with L-lysine, developed in collaboration with M/s. Albert
188David Limited, has been marketed and sold by them for over 15 years. We believe that our product development
capabilities enable us to attract and retain our customers while expanding our product portfolio. Our product
offerings span across both acute and chronic therapeutic areas and include tablets, capsules, dry syrups, dry
powder injections, ointments, and liquid orals, catering to a broad range of therapeutic segments. The below table
lists our key therapeutic areas:
Therapeutic Areas
Anaesthetics / Analgesic / Anti- Anti-Acne Anti-Allergic / Anti- Anti-Arthritis
Muscle Relaxants Inflammatory Preparations Histaminic
Antibiotics Anti-Coagulants Anti-Depressant / Anti-Diabetics
Anti-Asthmatics
Anti-Hypertensives
Anti-Diarrhoeas / Anti-Diuretics Anti-Emetics / Anti- Anti-Epileptic / Anti- Anti-Fibrinolytic
Anti-Protozoal Vertigo Convulsant
Anti-Fungal Anti-Helminthics Anti-Malarial Anti-Migraine Anti-Psychotic
Anti-Pyretic Antispasmodics Anti-Tussive and Anti-Ulcers /
Expectorants (Cough Antacids Anti-Viral
& Cold)
Appetite Stimulants Bronchodilators Calcium Supplements Cardiovascular Clinical Nutrition
Corticosteroids Dermatology Endocrinology and Erectile Dysfunction Eye / Ear / Nasal
Women’s Health Drops (ENT)
Fluid & Electrolyte Haematinics Nootropics / Parenteral Nutrition Skeletal Muscle
Management Psychostimulants Relaxant
Sympathomimetic Vasodilators Vitamins, Hormonal CNS Relaxant
Multivitamins,
Multimineral &
Supplements
Owing to diverse product portfolio and longstanding market presence, we have established a presence across the
CDMO value chain including formulation, manufacturing, packing and distribution. Our presence across the
CDMO value chain has been marked below:
(Source: F&S Report)
Our Manufacturing Facility spread across an area of over 21,871.71 square meters situated at Roorkee
(Uttarakhand), with an aggregate installed capacity of 4,051.38 million units, as of March 31, 2025. Our
Manufacturing Facility comprises three dedicated Manufacturing Units, each designed to meet the regulatory
requirements of specific product categories, while also enabling a strategic segregation of different types of
pharmaceutical products. We believe that our Manufacturing Facility is strategically located in Roorkee benefiting
from Uttarakhand’s highly supportive pharmaceutical manufacturing ecosystem. According to the NCAER N-
SIPI Index, over 90% of investors in Uttarakhand reported minimal land acquisition challenges underscoring its
position as a key investment destination. Uttarakhand produces 22% of India’s generic drugs. (Source: F&S
Report) We have received certifications confirming compliance of our Manufacturing Units with ISO 9001:2015
189(quality management system), ISO 14001:2015 (environmental management system) and ISO 45001:2018
(occupational and safety management systems). Additionally, we have received GMP certifications from the Food
Safety & Drugs Administration Authority, Uttarakhand and GMP for medicines intended for sale in Philippines
and Kenya. We have successfully undergone the SEDEX Members Ethical Trade Audit, which assesses
compliance with labour practices, health and safety, environmental standards and business ethics.
Over the years, we have invested in expanding and upgrading our Manufacturing Units. During Fiscals 2025,
2024 and 2023, we added property, plant and equipment amounting to ₹184.52 million, ₹114.79 million and
₹20.40 million, respectively. We have recently expanded our third Manufacturing Unit with enhanced capabilities
for beta-lactam and cephalosporin products by adding fresh capacity of 543.38 million units, thereby increasing
the current installed capacity of our Manufacturing Facility to 4,594.76 million units. The said Manufacturing
Unit commenced commercial production in Fiscal 2026.
Further, in order to capture the growing demand for specialised products in the pharmaceutical industry, we intend
to establish a new EU-GMP-compliant unit, with a total capacity of 12,007.89 million units, which will include a
high-capacity OSD block, a dedicated oncology unit, a comprehensive penicillin portfolio (including tablets,
capsules, dry syrups and injectables), and an additional SVP manufacturing block. The unit will also feature sterile
manufacturing lines for ampoules, vials, dry powder injections and form–fill–seal (“FFS”) eye drops. Upon
commencement of commercial production in the proposed manufacturing unit, the aggregate installed capacity of
our Manufacturing Facility will increase to 16,602.65 million units. We intend to utilise an amount of ₹ 2,262.49
million from the Net Proceeds for part funding the capital expenditure required for setting up the proposed
manufacturing unit. For further details, please see the chapter titled “Objects of the Offer – Funding capital
expenditure requirements for setting up a new project to enhance existing manufacturing capacities and
manufacture new products” on page 100.
We use automatic temperature, pressure, and relative humidity sensors in certain areas of our Manufacturing Units
to preserve material integrity and prevent reaction or degradation of materials. We have integrated programmable
logic controllers in some of our equipment to enable preparation and strict adherence to pre-defined formulations,
minimizing human error and ensuring minimal chances of microbial contamination. Our Manufacturing Units are
also equipped with camera detectors, no-filled detectors and automated check-weighing solutions to identify and
reject defective materials and minimize product rejections. We believe that our semi-automated infrastructure
significantly reduces the need for human intervention, by eliminating the chance of defective products. For further
details, please refer to “Government and Other Approvals – Quality Related Certificates” and “History and
Certain Corporate Matters – Key awards, accreditations or recognitions” on pages 222 and 356, respectively of
this Draft Red Herring Prospectus.
We have served 154, 177 and 122 customers during the Fiscal 2025, 2024 and 2023, respectively. Our key CDMO
customers include Mankind Pharma Limited, German Remedies Pharmaceuticals Private Limited (a wholly
owned subsidiary of Zydus Healthcare Limited), Albert David Limited, Bion Therapeutics India Private Limited,
Jagsonpal Pharmaceuticals Limited, and Makers Laboratories Limited, among others.
We have adopted a hybrid operating model wherein we offer contract manufactured products to institutional
customers as well as supply formulated products to both government agencies and private customers. This hybrid
approach helps us broaden our customer base and also de-risks long gestation involved with customers and
customer specific risks. Our ability to retain customers and generate repeat orders demonstrates the trust and
confidence placed by our customers in the quality, reliability and consistency of our products. Set forth below are
190the number of repeat customers and new customers and the Revenue from Operations earned from such customers
during the Fiscals provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of Amount % of No. of Amount % of No. of Amount % of
Customers (₹ Revenue Customers (₹ Revenue Customers (₹ Revenue
million) from million) from million) from
Operations Operations Operations
Repeat Customers 116 1,782.50 92.72 87 1,095.33 79.37 51 712.50 86.44
New Customers 38 139.86 7.28 90 284.63 20.63 71 111.73 13.56
Total Customers 154 1,922.36 100.00 177 1,379.96 100.00 122 824.23 100.00
Over the years, we have shifted our strategy by realigning our focus toward high-value customers, particularly
those engaged in high-value products. This transition has enabled us to strengthen our financial outlook and build
sustainable growth for the business, as reflected in our revenue from operations growing at a CAGR of 52.72%,
EBITDA at a CAGR of 81.79%, and profit after tax at a CAGR of 99.36% between Fiscals 2023 and 2025. This
underscores the effectiveness of our strategic realignment and its contribution to strengthening our operating
performance. The following table sets out key financial parameters in the relevant periods:
(₹ in million except per share data or unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (1) 1,922.36 1,379.96 824.23
Revenue CAGR (%)(2) 52.72
EBITDA (3) 314.42 171.19 95.14
EBITDA Margin (%) (4) 16.36 12.41 11.54
EBITDA CAGR (%)(2) 81.79
PAT (5) 200.00 104.60 50.32
PAT Margin (%) (6) 10.40 7.58 6.11
PAT CAGR (%)(2) 99.36
Total Borrowings (7) 260.72 154.85 112.40
Net worth (8) 589.73 388.99 283.43
Return on Net Worth (RONW) (%) (9) 33.91 26.89 17.76
Return on Capital Employed (ROCE) (%)
36.43 33.31 21.49
(10)
Debt - Equity Ratio (11) 0.44 0.40 0.40
Fixed Assets Turnover Ratio(12) 4.32 4.74 4.17
Inventory Days(13) 75 66 96
Working Capital Days(14) 35 6 44
As certified by Statutory Auditors of our Company, vide their certificate dated September 10, 2025.
Notes:
1) Revenue from operations is calculated as revenue from operating activities;
2) CAGR = Compounded Annual Growth Rate;
3) EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by
obtaining the profit before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation and
impairment expense and reducing other income and exceptional items;
4) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
5) PAT represents net profit after tax for the year / period;
6) PAT Margin is calculated as PAT divided by revenue from operations;
7) Total Borrowings include current and non-current borrowings;
8) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid -
up share capital and all reserves created out of the profits and securities premium account and debit or credit balance
of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation.
9) Return on Net Worth is calculated as Net profit after tax divided by Net worth as at the end of the year;
10) Return on Capital Employed is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus
depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (7) above + total current
& non-current borrowings– cash and cash equivalents and other bank balances;
11) Debt Equity Ratio is defined as total debt divided by total equity. Total debt is the sum of total current & non-current
borrowings; total equity means sum of equity share capital and other equity;
12) Fixed Assets Turnover Ratio is calculated as revenue from operations divided by the sum of net block of property, plant
and equipment as at the end of the Fiscal;
13) Inventory Days is calculated as inventory divided by cost of goods sold for the year;
19114) Working Capital Days describes the number of days it takes for us to convert our working capital into revenue and is
calculated by deducting trade payable days from trade receivable days and inventory days. Trade payables days have been
calculated as trade payables divided by cost of goods sold multiplied by 365 days for the complete fiscal years. Trade
receivables days have been calculated as trade receivables divided by revenue from operations multiplied by 365 days for
the complete fiscal years. Inventory days have been calculated as defined in (13) above.
COMPETITIVE STRENGTHS
India’s second-largest player in the CDMO industry in terms of number of dosage forms with capabilities
spanning across 24 distinct formulations (Source: F&S Report)
We are the second-largest player in the CDMO industry in India in terms of number of dosage forms with
capabilities across 24 distinct formulation types (among peers assessed by F&S). (Source: F&S Report) Our
offerings include a comprehensive range of products across various dosage forms including injectables, tablets,
capsules, ointments, eye drops, ampoules, vials, liquid and dry syrups, and infusions, among others. (Source: F&S
Report) We manufacture products across major therapeutic areas such as, anaesthetics / muscle relaxants,
analgesic / anti-inflammatory, anti-acne preparations, anti-arthritis, anti-asthmatics, antibiotics, anti-depressant /
anti-hypertensives, anti-epileptic / anti-convulsant, anti-fibrinolytic, anti-fungal, bronchodilators, calcium
supplements, cardiovascular, clinical nutrition, corticosteroids. dermatology, endocrinology and women’s health,
erectile dysfunction, eye / ear / nasal drops, fluid & electrolyte management, haematinics, nootropics /
psychostimulants, parenteral nutrition, skeletal muscle relaxant, sympathomimetic, vasodilators, vitamins,
multivitamins, multimineral & supplements, hormonal, cns relaxant, among others.
We have established a track record of successfully developing pharmaceutical products, both independently and
in collaboration with our customers, through our in-house formulation capabilities. Following development, we
conduct stability studies within our in-house infrastructure to evaluate the efficacy of the formulation under varied
environmental conditions and address any challenges encountered during testing. Below are a few instances
wherein our Company developed start to end product formulations and later commercialised them as part of its
product portfolio:
Ring Cutter: In response to seasonal demand, Jagsonpal Pharmaceuticals Limited, one of our customers, shifted
part of their manufacturing operations of the ‘Ring Cutter’ product to our Manufacturing Facility. Since the
commencement of production at our Manufacturing Facility, we have contributed to the enhancement of the
product through our technical expertise, for instance, we improved the efficacy of the product by introducing a
pulverization process. Additionally, we implemented automated packaging infrastructure for the product, to
reduce manual intervention and improve the increase the turnaround time. We believe that this initiative has helped
strengthen client trust and underlined our role as a reliable manufacturing partner. Since its development, the
product has not been subject to any major complaints regarding its formulation, thereby reflecting a consistently
quality record.
Sanitiser: In response to orders received for manufacturing hand sanitizers under a top-tier antiseptic brand, and
in collaboration with the quality department of a key customer, we established a dedicated hand sanitizer
production facility during the COVID-19 lockdown. During this period, we became one of their principal
suppliers. Following the decline in sanitizer demand, the customer extended our association by entrusting us with
the manufacturing of their well-known pain relief ointment brand, thereby reflecting their confidence in our
capabilities.
Health Juices: During the COVID-19 period, based on the orders received from one of the leading fast-moving
consumer goods companies, we developed and launched health juices in a short span of time. A dedicated
Manufacturing Unit was set up in our existing Manufacturing Facility within the prescribed timeframe. Further,
the raw materials were independently procured from reputed manufacturers, ensuring quality despite restricted
delivery timelines. In consultation with the customer, we developed, manufactured and tested the formulation of
the juices in-house, thereby demonstrating our synergetic and flexible infrastructure.
Indian Pharmaceutical Market (IPM) companies have expanded not only due to rising volume demand but also
through continuous innovation in drug formulations. Many firms with a strong domestic focus are now offering
advanced dosage forms such as controlled or modified-release tablets, chewables, lozenges, and soft gel capsules
to cater to evolving consumer preferences and therapeutic needs. This trend further aligns with the broader
transformation of India’s pharmaceutical sector, which is increasingly focusing on value-added formulations,
complex generics, and innovation-driven growth to strengthen its global competitiveness. In line with the growing
192industry trend, Cotec Healthcare offers a range of drug formulations, including tablets, capsules, ointments, dry
powders, syrups, and ampoules, which allows the company to participate across different segments of the
pharmaceutical industry. (Source: F&S Report) Since commencement of business, we have successfully
manufactured 410 formulations across varied dosage forms. During Fiscals 2025, 2024, and 2023, we have
manufactured 2,500.22 million units, 2,064.12 million unit and 1,847.21 million units, reflecting our growing
manufacturing scale.
High entry and exit barriers
We are engaged in manufacturing a wide array of healthcare products, including pharmaceutical formulations,
ayurvedic and herbal preparations, hormonal products, and nutraceuticals, across multiple dosage forms. Our
offerings include formulation, loan licensing and commercial manufacturing of off-patent products, for
institutional and private customers.
Some of the factors which constitute barriers to entry in the CDMO industry have been provided below:
Regulatory Compliance: Owing to the critical nature of the industry in which we operate, our products are subject
to compliance with regulatory standards and long and strenuous product approval audits by our customers. In
respect of our generic product portfolio, we primarily supply directly to various institutional customers, in
accordance with applicable procurement norms. We supply our products internationally, directly and through
merchant exporters, who further sell our products to their international customers. As on date of this Draft Red
Herring Prospectus, 11 dosages manufactured by us are registered in three countries and 18 products are registered
in six countries.
The pharmaceutical tendering process in India’s public sector is a comprehensive, multi-stage procedure designed
to ensure transparency, cost-effectiveness, and quality in drug procurement. (Source: F&S Report) A typical drug
tendering process usually follows a Two-Step Tendering which separates the technical and financial bids. (Source:
F&S Report) The public procurement ecosystem functions through centralized and decentralized models,
requiring collaboration with stakeholders across the supply and demand chain. (Source: F&S Report) A chart
summarising the public procurement ecosystem has been provided below:
Public Procurement Ecosystem
Pharma company Warehouses
Last Mile Delivery with 3rdParty Logis4c vendors Union Level
Public State Level
Sector Pa$ents
Individual
Facility/ Zonal
Level
(Source: F&S Report) PEA0-52 7
Further, in order to onboard a customer or continue our association with customers domestically and
internationally, we are required to qualify their internal audits as well as product and process specifications.
Accordingly, for the purpose of selling our products in international jurisdictions such as, Philippines and Kenya,
we have obtained GMP certifications from foreign regulatory bodies of the respective countries, post qualifying
their preliminary audit of our Manufacturing Facility and products. Obtaining and maintaining these qualifications
and passing these customers’ internal supplier selection procedures typically involves an average time period of
three months to six months. Over the years, we have successfully retained our existing customers and expanded
our customer base. In the Fiscals 2025, 2024, and 2023, we added 38, 90 and 71 new customers, respectively.
193
no5atnemucod htiw srednet rof ylppA ,esnecil gnirutcafunam ,DME gnidulcni ecnailpmoc dna sno5acfi5rec tcudorp no5aralced Qualifying criteria • AdherencetoScheduleM • FinancialStabilitywith revenues>INR 5 crores and more depending on scale of the tender (State level, naFonal level, JanAushadhi and PM-JAY) • MinimumoperaFonal history(3 years or more)
• Past experiencewith Clinics
government tenders
Hospitals
dewollof AIT yb ec5oN redneT cilbuP reddib dna no5aulave lacinhcet yb )3L ,2L ,1L( gniknar
• Manufacturing in Batches across the dura5on of the contract
(2-3 years), under the QC standards (like iden5fying NSQ
products, Adherence to Schedule M, etc.)
• Good receipt note (GRN), invoices, Cer5ficates of Analysis
(COA), and batch manufacturing records sent by consignee Advantages of Public
along with samples for post delivery quality tes5ng confirming
compliance with regulatory standards (including clinical and Sector Opera$ons
non-clinical tests).
• Consistent Revenues with
•Procurement in revenue lock ins for the either Centralized or duraFon of the contract Decentralized formats depending • EaseofnavigaFngthrough on the end-users complexregulatory landscapes • Lower operaFng costs • Establishmentasthe preferredsupplierpost successfulcompleFonof End-users past projects • Immunitytoprice erosion
TIA: Tender Invi5ng Authority; EMD–Earnest Money Deposit; NSQ: Not of Standard Quality ProductCapital Expenditure: High Capital Expenditure (Capex) remains a significant barrier to entry in the Indian CDMO
market. (Source: F&S Report) We have undertaken significant capital investment in the past to accommodate the
infrastructure for manufacturing new products and increase the capacity to manufacture our existing products.
Over the years, our property, plant and equipment have increased from ₹ 197.71 million in Fiscal 2023 to ₹ 445.36
million in Fiscal 2025. Additionally, we have recently expanded our third Manufacturing Unit with enhanced
capabilities for beta-lactam and cephalosporin products by adding fresh capacity of 543.38 million units, thereby
increasing the current installed capacity of our Manufacturing Facility to 4,594.76 million units. The said
Manufacturing Unit commenced commercial production in Fiscal 2026. Further, in order to capture the growing
demand for specialised products in the pharmaceutical industry, we intend to establish a new EU-GMP-compliant
unit, with a total capacity of 12,007.89 million units, which will include a high-capacity OSD block, a dedicated
oncology unit, a comprehensive penicillin portfolio (including tablets, capsules, dry syrups and injectables), and
an additional SVP manufacturing block. The unit will also feature sterile manufacturing lines for ampoules, vials,
dry powder injections and form–fill–seal (“FFS”) eye drops. Upon commencement of commercial production in
the proposed manufacturing unit, the aggregate installed capacity of our Manufacturing Facility will increase to
16,602.65 million units. The revised Schedule M guidelines and stricter Good Manufacturing Practices (GMP)
compliance requirements are reshaping India’s pharmaceutical sector by means of implementing a unified ‘One
Quality, One Standard Policy’ nationwide. Originally, Schedule M, part of the Drugs and Cosmetics Act, outlines
stringent guidelines for pharmaceutical manufacturing in India, covering various aspects such as facility
maintenance, processes, quality control, safety testing, and more. Pharmaceutical companies in India were given
6 to 12 months to comply with the revised Schedule M guidelines, which became effective on August 2, 2023. As
an immediate effect of the Schedule M, many smaller Contract Development and Manufacturing Organizations
(CDMOs) faced shutdown notices, potentially benefiting larger players. (Source: F&S Report)
Product development and registration: A drug in the pharmaceutical industry can be legally manufactured,
marketed, and sold within a specific jurisdiction, upon receipt of a product registration from the national or
regional regulatory authority. Our Company since its incorporation has obtained 410 formulation registrations
from various Indian and international regulatory bodies. In order to obtain such product registrations, our
Company has adopted an integrated quality control infrastructure, ranging from raw materials to finished products.
The infrastructure is complemented by automated as well as semi-automated quality control equipment and our
quality control laboratory, which conforms to the Good Laboratory Practices as laid down under Schedule L-
1(150-E) of the Drugs & Cosmetics Rule 1945. We use camera detectors, no-filled detectors and automated check-
weighing solutions to identify and reject defective materials and minimize product rejections.
The growth trajectory and strategic appeal of the Indian CDMOs are drawing interest from both established
players and unconventional new market entrants. However, achieving meaningful scale and adopting advanced
technologies are becoming increasingly critical for attracting and retaining pharmaceutical clients demanding
significant capital investment, which in turn creates high barriers to entry. As a result, scalability and sustainability
remain a critical challenge, especially for new entrants, reinforcing the competitive advantage of well-capitalized
and technologically advanced CDMOs. (Source: F&S Report)
The products manufactured by us for our customers are typically subject to regulatory and industry standards. To
comply with these standards, our customers often invest time and cost in finding and approving suitable service
provider. Replacing an existing service provider presents significant exit barriers for our customers, which include
high switching costs, dependence on tailored solutions, confidentiality, and intellectual property risks, among
others.
Scalable infrastructure capabilities with well diversified and regulatory compliant Manufacturing Facility
We operate a strategically located Manufacturing Facility spread across an area of 2,1871.71 square meters
situated in Roorkee, Uttarakhand. Our Manufacturing Facility comprises three dedicated Manufacturing Units,
each designed to meet the regulatory requirements of specific product categories, while also enabling a strategic
segregation of different types of pharmaceutical products. A break up of the products manufactured by us in our
Manufacturing Units has been provided below:
Sr. No. Units Dosage forms manufactured
1. Unit I Tablets, capsules, ointment, dry syrup, herbal capsules, oral liquids and sterile
ointments
2. Unit II SVP (ampoule and vial), eye & ear drops, LVP, hormonal tablets, injections and
ointments, herbal liquids and medicinal soaps
194Sr. No. Units Dosage forms manufactured
3. Unit III Tablets, capsules, dry powder syrup, dry powder injection and sterile intra-
mammary ointments
Owing to our diverse infrastructure, we have developed the capabilities for manufacturing a wide array of
healthcare products under one roof.
We continuously aim to improve cost-efficiencies and increase productivity in our operations through use of
automation in process equipment, capacity and resource planning. We have implemented building management
system to control our environment, a fully automated water management system including purified water and
water for injection. In the operations, we have an automated contained material handling system which contributes
to improving our quality and obtaining higher yield. We have integrated programmable logic controllers in some
of our equipment to enable preparation and strict adherence to pre-defined formulations, minimizing human error
and ensuring minimal chances of microbial contamination. For quality assurance, we also have an electronic
camera inspection system, wherever required, to identify and remove defects. In addition, we have integrated
automatic machines in our packaging process.
We have also made significant investments in quality management systems and our quality control laboratory to
support ‘electronic-based’ systems such as, laboratory information and management (LIMS) in manufacturing
and quality controls as well as validation activities which enable us to undertake data analytics and track product
level information across the different facilities and teams. We believe that maintaining a high standard of quality
for our products is critical to our brand and continued growth. Across our Manufacturing Units, we have put in
place quality management systems and procedures. The quality department of our Company is responsible for
ensuring safety, identity, strength, purity, and quality for each product manufactured by effective implementation
of pharmaceutical quality system processes, as well as their sequences, linkages and interdependencies. Many of
our key customers have audited and approved our facilities and manufacturing processes in the past, which ensures
that the regulator and our customers are able to confirm the continuance of quality of our facility and processes.
In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our Manufacturing Facilities were audited 27 times by our customers
and regulatory authorities. Our Manufacturing Units have received certifications confirming compliance with ISO
9001:2015 (quality management system), ISO 14001:2015 (environmental management system) and ISO
45001:2018 (occupational and safety management systems). We have successfully undergone the SEDEX
Members Ethical Trade Audit, which assesses compliance with labour practices, health and safety, environmental
standards and business ethics. For further details, please refer to “Government and Other Approvals – Quality
Related Certificates” and “History and Certain Corporate Matters – Key awards, accreditations or recognitions”
on pages 222 and 356, respectively of this Draft Red Herring Prospectus.
We believe that our significant manufacturing capacities act as an entry barrier for other manufacturers that do
not currently have such similar in-house designing capabilities and production facilities, coupled with our capital
expenditure over the years has positioned us well to take advantage of emerging growth opportunities.
Financial growth backed by demonstrable performance metrics
We have experienced sustained growth in various financial indicators including our revenue, profitability and
returns as well as consistent improvement in our balance sheet position in the preceding three Fiscals, wherein we
have seen an increase in our net worth. We have demonstrated consistent growth in terms of volumes and
profitability.
We are one of the fastest-growing company amongst our peers, with a revenue CAGR of 52.72% from Fiscal
2023 to Fiscal 2025, based on our Restated Consolidated Financial Statements. (Source: F&S Report) As per the
F&S Report, during the Fiscal 2025, our Company recorded the highest RoCE of 36.43% and RoE of 33.91%,
among its peers, thereby making it a key competitor in the industry.
Our continued focus on efficiency and productivity improvements and cost rationalization have enabled us to
deliver better financial performance. Our EBITDA margins have increased from 11.54% in Fiscal 2023 to 16.36%
in Fiscal 2025. The table below summaries the select performance indicators for the periods indicated:
(₹ in million except per share data or unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 1,922.36 1,379.96 824.23
EBITDA Margin (%)(2) 16.36 12.41 11.54
195Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
PAT Margin (%)(3) 10.40 7.58 6.11
Return on Net Worth (RONW) (%) (9) 33.91 26.89 17.76
Return on Capital Employed (ROCE) (%) (10) 36.43 33.31 21.49
Fixed Assets Turnover Ratio 4.32 4.74 4.17
Notes:
1) Revenue from operations is calculated as revenue from operating activities;
2) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
3) PAT Margin is calculated as PAT divided by revenue from operations;
4) Return on Net Worth is calculated as Net profit after tax divided by Net worth as at the end of the year. Net worth has
been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid -up share
capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit
and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation;
5) Return on Capital Employed is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus
depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (4) above + total current
& non-current borrowings– cash and cash equivalents and other bank balances; and
6) Fixed Assets Turnover Ratio is calculated as revenue from operations divided by the sum of net block of property, plant
and equipment as at the end of the Fiscal.
We strive to maintain a robust financial position with emphasis on having a robust balance sheet and increased
profitability.
Experienced promoters and management team, having domain knowledge
Our management team is led by experienced Promoters, Harsh Tiwari and Vandana Tiwari, who hold a collective
experience of more than 36 years in the pharmaceutical industry. Under the leadership of our Promoters, we have
been able to expand our operations. They are supported by Key Managerial Personnel, Senior Management and
functional department managers and staff who have diverse experience in various operations and functions related
to our business. Our Whole-time Directors, Niraj Kumar Shukla and Ram Nivas Gupta hold an experience of 15
years and 26 years, respectively, in the pharmaceutical industry. Our Senior Management, include heads of key
departments ranging from formulation development, quality assurance and control, operations management,
marketing and sales, engineering and maintenance and human resource management. The years of experience
held by the Senior Management range from 9 years to 33 years, in their respective industries. For more details,
please see section titled “Our Management” on page 227.
OUR BUSINESS STRATEGIES
Expanding our manufacturing capacities
Our Company has existing Manufacturing Facility spread across an area of over 2,1871.71 square meters situated
at Roorkee (Uttarakhand), with an aggregate installed capacity of 4,051.38 million units, as of March 31, 2025. It
houses three Manufacturing Units, which are compliant with ISO 9001:2015, ISO 14001:201 and ISO
45001:2018. Our SMETA audited Manufacturing Units have also received GMP certifications from the Food
Safety & Drugs Administration Authority, Uttarakhand and GMP for medicines intended for sale in Philippines
and Kenya.
We anticipate an increase in the demand in pharmaceutical industry. The Indian pharmaceutical market is
witnessing a value increase from USD 16.6 billion in 2019 to 38.3 billion in 2029, with an expected CAGR of
8.0% between 2019 to 2024 to reach USD 20.13 billion and a further CAGR of 9.5% between 2024 to 2029.
(Source: F&S Report) In a strategic move to capitalise on the growing demand in the Indian pharmaceutical
market, our Company has expanded its third Manufacturing Unit with enhanced capabilities for beta-lactam and
cephalosporin products, by adding fresh capacity of 543.38 million units, thereby increasing the current installed
capacity of our Manufacturing Facility to 4,594.76 million units. The expansion was funded through internal
accruals and borrowings, and the facility commenced commercial production in Fiscal 2026. The unit has been
designed in compliance with the requirements prescribed under Schedule M of the Drugs and Cosmetics Act,
1940, and the rules framed thereunder. It also ensures adherence to regulatory standards relating to good
manufacturing practices, quality assurance, infrastructure, equipment, and processes, thereby enabling us to cater
to both domestic and international customer requirements.
196Further, to tap the market of specialised products and cater to new geographies, we intend to expand our presence
and increase our manufacturing capacity, by establishing a new manufacturing unit with a total capacity of
12,007.89 million units, on an additional 9085 square meter of industrial land adjacent to our existing
Manufacturing Facility. This unit will enable us to diversify our product portfolio by adding oncology products
in various dosage forms and enhancing the capacity of our existing products. The proposed manufacturing unit
will include a high-capacity OSD block, a dedicated oncology line, a comprehensive penicillin portfolio including
tablets, capsules, dry syrups, and injectables and an additional SVP manufacturing line. The unit will also feature
sterile manufacturing lines for ampoules, vials, dry powder injection and form–fill–seal (“FFS”) eye drops. Upon
commencement of commercial production in the proposed manufacturing unit, the aggregate installed capacity of
our Manufacturing Facility will increase to 16,602.65 million units. Our proposed manufacturing unit is being
designed in line with EU-GMP norms. Compliance with these standards will allow us to manufacture products
that meet the stringent quality, safety, and regulatory requirements prescribed for global markets. In particular,
this facility will enable us to target opportunities in highly regulated geographies such as Europe, and position us
to serve internationally recognised pharmaceutical manufacturers that demand adherence to such benchmarks.
Entry into these markets is expected to provide access to lucrative opportunities, with comparatively higher
margins and strategic customer relationships, thereby enhancing the overall growth and profitability of our
business.
Strategic expansion into oncology therapeutics
We are engaged in manufacturing a wide array of healthcare products, across with capabilities across 24 distinct
formulation types (Source: F&S Report) including pharmaceutical formulations, ayurvedic and herbal
preparations, hormonal products, and nutraceuticals, across multiple dosage forms. We intend to strategically
expand our offerings by foraying into the oncology therapeutics segment, by setting up an EU-GMP compliant
new manufacturing unit with a dedicated oncology line.
Oncology remains the largest and fastest-growing chronic therapy area and continues to escalate, with the global
incidence projected to increase by nearly 47% between 2020 and 2040, reaching approximately 28 million cases
annually. As a result, pharmaceutical demand will continue to be bolstered by the need for sustained treatment
regimens. The market is valued at USD 182.9 billion in 2024 and is projected to grow at a CAGR of 7.5%, reaching
USD 262.7 billion by 2029. Growth is driven by innovation in targeted therapies, immunotherapy, and biologics,
alongside a rising global cancer incidence. As a result, pharmaceutical demand will continue to be bolstered by
the need for sustained treatment regimens. (Source: F&S Report) The market is also poised for significant volume
growth due to upcoming patent expirations worth nearly USD 50 billion between 2025 and 2029, driving the
adoption of generics and biosimilars. Whilst oncology-specific biosimilars are seeing significant uptake, there is
also a strong push for small molecule generics, with some molecules reaching over 60% of volume uptake within
the first three years. Despite persistent drug shortages and supply chain challenges, generic manufacturers are
playing a vital role in stabilizing access. Moreover, the specialized nature of oncology therapies ensures greater
immunity to price erosion, reinforcing their long-term profitability and strategic importance in global healthcare
(Source: F&S Report) We believe that the prevailing industry trends will act as tailwinds for our proposed
expansion. In view of these factors, our foray into the oncology segment is expected to strengthen our presence in
specialty care in India and global markets.
Expanding our geographical footprint
Our business footprint spans both domestic and international markets, either directly or through merchant
exporters. Over the past three Fiscals, we have served customers across 24 states/union territories in India and
have exported our products to 14 countries worldwide. As on March 31, 2025, we earned ₹ 21.98 million,
constituting 1.14% from our Revenue from Operations, from our direct export operations. We plan to expand our
export operations by leveraging the growing demand from overseas markets across Central Asia, Africa, the
Commonwealth of Independent States, Latin America, Europe, and the Middle East.
The expansion of our Manufacturing Facility for beta-lactam and cephalosporin products, along with the proposed
expansion to be funded from the Net Proceeds, will enable us to manufacture products compliant with international
standards, thereby catering to international markets and enhancing our geographic presence.
In Central Asia, countries like Kazakhstan and Uzbekistan dominate, with prescription drugs making up 60–70%
of the market. Turkmenistan relies heavily on imports managed by government agencies, while Tajikistan faces
challenges due to limited insurance coverage and high out-of-pocket expenses (around 70–72%), impacting
market growth. (Source: F&S Report) The Rest of the World (RoW)—including Latin America, the Middle East,
197and Africa—is also experiencing strong growth. The Middle East and Africa are projected to grow at a CAGR of
7.8% between 2024 and 2029, driven by improved infrastructure, rising health expenditures, and increased access
to generics. Governments are expanding insurance, incentivizing local manufacturing, and partnering with global
firms to improve access and affordability. (Source: F&S Report)
In order to capitalise this opportunity, we intend to introduce products in both acute and chronic therapeutic areas,
particularly in Central Asia and Africa, and secure additional global approvals and certifications to access new
geographies and meet the stringent quality requirements of regulated and unregulated markets alike. This dual
focus on domestic and global expansion enables us to diversify our revenue base, broaden our geographical
presence, and capture margin-accretive opportunities in higher-value international markets. We believe that the
proposed expansion of our geographic presence, will enable us to mitigate risks associated with regional economic
fluctuations. Supported by our established manufacturing capabilities, we are well-positioned to capitalize on the
opportunities presented by a rapidly evolving pharmaceutical landscape.
Increasing wallet share of business from existing customers and adding new customers
We are focused on leveraging deep relations with our existing customers to deliver quality products to our existing
customers to establish ourselves as their trusted supplier and increase our wallet share by selling across multiple
products. Over the years we have developed extensive relationships with our customers, thus offering credibility
and stability to our customer base. We intend to continue focussing on increasing our share of business from our
existing customers by broadening the portfolio of products we offer, higher engagement with our existing
customers, investment in our manufacturing infrastructure, and to continue to engage with such customers while
undergoing capacity and product related transitions. Further, we strive to consolidate our relationship by
continuing to provide quality products at competitive prices and focus on developing our products in line with the
changing customer requirements.
Additionally, our Company intends to capture high-value customers and increase sales of high-margin products
by strengthening its position as a reliable business partner. The focus will be on engaging with leading
pharmaceutical and specialty companies that require customized formulations and development support. By
leveraging our technical expertise and regulatory compliant infrastructure, our Company plans to develop
additional high-margin products tailored to specific customer requirements. Historically, our ability to enter into
new customer relationships has been critical to our growth. We believe that our longstanding market presence and
integrated operations positions us well to increase wallet share by approaching new customers in various
geographies. Certain of our customers are part of large groups with operations across geographies. While many
of such legal entities take decisions on a standalone basis with respect to vendors, we believe that our pre-approval
for certain other entities across the same group including adherence to quality standards and track-record should
enable us to expand into such units where we do not have a supply relationship as on date. We also intend to
continue to leverage our products and our long-term market presence and credentials with our existing customers
and referrals from such customers to further develop and strengthen our customer base. We believe that there are
certain geographies including Asia and Africa where either we are under-penetrated or are yet to venture and will
strive to improve our market share in such geographies. To capture new markets, we have actively participated in
industry exhibitions and intend to continue participating in such events in the future.
Description of our Business
Our business includes formulation, loan licensing and commercial manufacturing of products, including complex
generics, in more complex delivery forms such as, modified and sustained release forms, for institutional and
private customers.
Our CDMO agreements are typically long-term in nature where the validity of the contract ranges between two
to five years, with the option of renewal on mutually agreed terms. Our CDMO agreements with our customers
typically (i) provide that the quality and specifications for the products shall be approved by the customer and be
in accordance with the requirements specified in the relevant agreements, and in certain cases the specifications
may be mutually agreed upon between the customer and us; (ii) require us to be responsible for the procurement
of raw materials and packaging materials in accordance with the specifications provided by the customer and in
certain cases, the vendor shall be approved by the customer or mutually agreed upon between the customer and
us; and (iii) provide that the quantity, pricing and supply terms shall be mutually agreed upon between the
customer and us, at the time of placement of purchase orders. Our CDMO agreements also typically provide the
customer the right to return/ reject the product in case it fails to meet the specified specifications within a stipulated
timeframe and we are responsible to replace such products free of any additional cost within a stipulated timeframe
198along with provide indemnity to the customer for losses arising from breach of obligations or manufacturing
defect. Further, our CDMO customers are typically provided the right to audit our manufacturing facilities,
processes or systems, under such agreements, by providing a certain amount of notice. In addition, in respect of
intellectual property under the respective agreements, certain CDMO agreements specifically provide that the
customer is the exclusive owner of intellectual property rights and trade name. For further details, see, “Risk
Factors – Risk Factor 3 - Our CDMO agreements impose several contractual obligations upon us. If we are
unable to meet these contractual obligations and/ or our customers perceive any deficiency in our service we may
face legal liabilities and consequent damage to our reputation which may in-turn adversely impact our business,
results of operations and financial condition” on page 34.
We offer differentiated products as part of our business operations across various dosage forms. The details of
such products as of the date of this Draft Red Herring Prospectus have been provided below:
S. No Main Classification Sub-classification Form
1 Oral Solids Tablets Uncoated tablets
Film coated tablets
Sugar coated tablets
Sustained release tablets
Bi-layered tablets
Chewable tablets
Effervescent tablets
Capsules Hard gelatin capsules
Vegetarian capsules
powders Powder in sachet
Others Mix bolus
Gummies
Kits
2 Oral Liquids - Syrups
Suspensions
Oral solutions
Oral drops
Emulsion
Dry syrup
Liquid shots
3 Sterile Injectable Ampoules
Dry powder injections
Single dose vials
Multi dose vials
Large volume parenteral/ Infusions
Others Ear drops
Three-piece eye drops
4 Topicals - Creams
Ointments
Gels
Lotions
Oils
Shampoo
Balm
Paint
Toothpaste
Mouthwash
A breakdown of our revenue from operations by dosage forms manufactured by us for Fiscals 2025, 2024 and
2023 is set out below:
199Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ in million) Revenue (₹ in million) Revenue (₹ in million) Revenue
from from from
Operations Operations Operations
Tablet 707.18 36.79 514.53 37.29 388.36 47.12
Liquid 276.56 14.39 255.40 18.51 144.86 17.57
Injection 221.48 11.52 151.99 11.01 59.21 7.18
Capsule 217.24 11.30 145.14 10.52 61.10 7.41
Ointment 194.58 10.12 77.57 5.62 44.74 5.43
Infusion 157.06 8.17 122.80 8.90 45.21 5.49
Eye / Ear/ Nasal 67.85 3.53 43.06 3.12 19.39 2.35
Drop
Soap 11.59 0.60 9.02 0.65 10.71 1.30
Dry Syrup 9.32 0.48 11.69 0.85 5.99 0.73
Others 17.42 0.91 2.68 0.19 - 0.00
Sale of services 40.18 2.09 45.17 3.27 43.94 5.33
Other operating 1.89 0.10 0.92 0.07 0.71 0.09
revenue
Revenue from 1,922.36 100.00 1,379.96 100.00 824.23 100.00
Operations
We offer our products on PAN India basis and across various geographies. Over the past three Fiscals, we have
served customers across 24 states/union territories in India and have exported our products to 14 countries
worldwide. As of March 31, 2025, we had international accreditations in Republic of Philippines, Myanmar,
Cambodia, Nigeria, Yemen, Mozambique, Mongolia, Turkmenistan and Kenya. In most of these markets our
Manufacturing Facility is audited by the applicable authority.
Manufacturing Facility
We have integrated manufacturing support systems, including quality control, quality assurance, regulatory affairs
and inventory control. These support systems enable us to complete and deliver our products to our customers
while maintaining high quality standards and monitoring regulatory compliance.
We use automatic temperature, pressure, and humidity sensors in our Manufacturing Units to preserve material
integrity and prevent degradation. We have integrated programmable logic controllers in select equipment ensure
adherence to pre-defined formulations, reducing human error and minimizing microbial contamination. Our
Manufacturing Units are equipped with camera detectors, no-fill detectors, and automated check-weighing
systems to detect and reject defective materials. We also operate advanced machinery, including rapid mixer
granulators, fluidized bed processors, blenders, compression and coating machines, capsule filling machines,
liquid manufacturing and filling systems, vial washing and sterilization equipment, dry powder filling and bunging
machines, serialization and tamper-evident systems, auto-carbonators, bung processors, autoclaves, and form-fill-
seal (“FFS”) machines. We believe that our semi-automated infrastructure significantly reduces the need for
human intervention, by eliminating the chance of defective products. For further details, please refer to
“Government and Other Approvals – Quality Related Certificates” and “History and Certain Corporate Matters
– Key awards, accreditations or recognitions” on pages 222 and 356, respectively of this Draft Red Herring
Prospectus.
Our Manufacturing Facility has waste management and environment protection systems and comply with the laws
on environmental pollution. We have arrangements for regular power and water supply at our Manufacturing
Facility together with provisions for back-up, such as, diesel generator sets. Compliance to quality systems,
regulatory guidelines and environmental protection guidelines is routinely audited by our institutional and
overseas customers as well as large Indian pharmaceutical customers from time to time.
200Installed Capacity, Average Annual Available Capacity, Actual Production and Capacity Utilisation
The information relating to the annual installed capacity, average annual available capacity, actual production and
capacity utilisation of our products included below and elsewhere in this Draft Red Herring Prospectus are based
on various assumptions and estimates of our management that have been taken into account in the calculation of
our capacity and the same has been certified by Rajeev Kumar Gupta, independent chartered engineer. These
assumptions and estimates include standard capacity calculation practice in the Indian pharmaceutical industry
and capacity of other ancillary equipment installed at the relevant Manufacturing Unit.
(Units in million)
Section Unit of Capacit Product Capacit Capacit Product Capacit Capacit Product Capacit
Measur y ion y y ion y y ion y
ement utilisati utilisati utilisati
on (%) on (%) on (%)
General Tablet Nos 2,272.50 1,473.49 64.84 2,052.50 1,765.85 86.03 2,052.50 1,606.28 78.26
Calcium Tablet Nos 818.10 517.38 63.24 - - - - - -
Capsules Nos 454.50 297.92 65.55 454.50 222.44 48.94 454.50 142.54 31.36
Liquid Bottles 48.48 19.67 40.58 28.48 13.24 46.47 28.48 16.50 57.93
Herbal Liquid Bottles 10.10 2.12 20.96 10.10 1.68 16.66 10.10 1.94 19.23
Ointment Nos 48.48 30.57 63.06 12.48 7.50 60.06 12.48 8.38 67.13
Eye/Ear Drops Nos 18.18 10.17 55.92 18.18 6.14 33.80 18.18 6.29 34.59
Injection Nos 75.75 16.27 21.48 21.94 13.63 62.14 21.94 13.60 62.01
Infusion Nos 33.33 14.31 42.94 23.33 11.35 48.66 23.33 11.94 51.19
Hormone Nos 121.20 23.35 19.26 121.20 12.60 10.40 121.20 28.04 23.14
Medical Soaps Nos 7.11 0.80 11.26 7.11 0.62 8.67 7.11 0.65 9.09
Beta tablet Nos 123.95 84.05 67.81 123.95 5.79 4.67 123.95 8.38 6.76
Beta Dry Syrup Nos 4.55 0.30 6.54 4.55 0.40 8.76 4.55 0.40 8.76
Beta Dry Powder 15.15 9.83 64.91 15.15 2.89 19.06 15.15 2.27 14.95
Nos
Injection
The ampule line was shut down during September 24 to October 24 for a period of 60 days and the vial line was shut down
during the period January 25 to February 25 for a period of 60 days.
Manufacturing Process
Set forth below are details of the manufacturing processes:
Oral Solids: Subsequent to the procurement of raw material, our manufacturing process includes sifting and dry
mixing of the raw material followed by wet granulation, wet milling and drying. This is then followed by dry
screening, lubricant blending and compression of the mixture, thereby forming a tablet. The tablet is then coated
followed by a visual inspection of the final product prior to packaging. Quality checks are carried out at the raw
material dispensing stage, drying stage and following the coating stage.
201Oral Liquids: Post cleaning and sanitisation of the manufacturing vessel, we carry out the preparation of a sugar
syrup prior to commencing batch manufacturing of oral liquids. These batches are subject to quality control checks
prior to the preparation of the sugar syrup and on a bulk sample basis following batch manufacturing. The solution
is then packaged and sealed in bottles. Another round of quality control tests is carried out prior to dispatch.
Injectables and Topicals: Following cleansing and sanitization of the manufacturing vessel, we commence with
the preparation of bulk solutions and ointments. Quality control checks are carried out at multiple stages prior to
packaging and sealing. A visual inspection is then carried out followed by a final round of quality control tests
prior to dispatch.
Small Volume Parenteral: Upon procurement of raw material, our manufacturing process includes compounding
of the formulation under aseptic conditions followed by sterile filtration. The sterile solution is then filled into
vials under controlled conditions, sealed, and subjected to terminal sterilization (where applicable). Quality checks
are carried out at the compounding stage, sterile filtration stage, and post-filling inspection stage.
Large Volume Parenteral (LVP): The manufacturing of LVP solutions begins with the compounding of sterile
formulations in jacketed mixing tanks under strictly aseptic conditions. This ensures uniform mixing and
temperature control throughout the batch. Once compounded, the solution undergoes sterile filtration using
validated membrane filters to remove microbial contaminants. The sterile bulk solution is then filled into pre-
sterilized glass bottles or plastic containers in a controlled environment, maintaining sterility throughout the filling
process. Following filling, containers are hermetically sealed and subjected to terminal sterilization, where
applicable, to achieve the required sterility assurance level. Quality control checks are conducted at critical stages,
including, compounding and filtration. After sealing, the containers undergo leak testing, visual inspection for
particulate matter and cosmetic defects, followed by labelling and packing operations.
Hormone tablets: The process begins with procurement and controlled handling of hormone-based active
pharmaceutical ingredients (“API”) within specialized containment facilities to ensure safety and compliance.
The hormone API is blended with suitable excipients, followed by wet or dry granulation. The granules are dried,
and then compressed into tablets using calibrated equipment. Where applicable, tablets are coated to enhance
stability or modify release. Finished tablets undergo visual inspection and are packed in moisture-protective
containers to preserve product integrity. Quality checks are conducted at key stages, including, dispensing,
granulation, compression and coating.
Eye/Ear Drops: Following procurement of raw materials, the manufacturing process involves compounding of
the sterile solution under aseptic conditions. The compounded solution is then passed through a 0.22 µm sterile
membrane filter under laminar airflow. The filtered solution is aseptically filled into sterile dropper bottles in a
Grade A environment. Filled units are sealed and labelled under controlled conditions. Quality checks are
performed at the compounding stage (pH, clarity), sterile filtration stage (filter integrity, microbial testing), and
post-filling stage (sterility, fill volume, closure integrity). All activities are documented as per standard
procedures.
Ointment: The manufacturing of external preparations begins with the dispensing and sifting of raw materials.
Based on formulation requirements, oil and aqueous phases are prepared separately under controlled temperature
conditions. Once both phases are ready, they are gradually mixed to form a uniform emulsion or dispersion in
mixing tank. After mixing, the bulk is cooled to room temperature. The final product is then filled into the suitable
containers (tubes, jars, and bottles) and sealed. Each unit undergoes visual inspection to ensure proper fill,
labelling, and container integrity before packing. Quality checks are carried out during raw material dispensing,
phase preparation, and after final packing to ensure product consistency and compliance. After visual inspection
each container packed in secondary packing material.
Medicated Soap: The manufacturing of medicated soap begins with selecting high-quality raw materials. These
include oils or fats (such as coconut oil or palm oil), an alkaline substance like sodium hydroxide (lye), and active
medicinal ingredients such as antibacterial or antifungal agents. The process starts with heating the oils and mixing
them with the lye solution to initiate saponification—a chemical reaction that produces soap and glycerine. Once
the mixture thickens, the active ingredients are added carefully to ensure they retain their effectiveness. After
mixing, the soap is poured into molds and allowed to cool and harden. Once solidified, it is removed from the
molds and cut into bars. These bars are then cured for several days to improve texture and shelf life. During this
stage, the soap may also be stamped, polished, or wrapped depending on packaging requirements. Each batch
undergoes quality control checks to ensure safety, consistency, and effectiveness before being packed and
distributed.
202Raw Materials and Suppliers
As of March 31, 2025, we had a network of over 438 suppliers, who are located in India, including raw material
manufacturers. As part of our integrated offerings, we purchase APIs, other materials such as, excipients and
various packaging materials from third party manufacturers and suppliers domestically. We procure these supplies
on the basis of short-term arrangements typically through purchase orders.
The table below sets out details of our cost of materials consumed for the Fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ million) % of Revenue (₹ million) % of Revenue (₹ million) % of Revenue
from from from
Operations Operations Operations
Cost of 1,166.07 60.66 914.60 66.28 561.88 68.17
materials
consumed
We seek to de-risk our operations by continuing to diversify our procurement base. We also conduct tests and
analysis on raw materials and packaging materials supplied by our vendors to maintain quality standards. For
details in relation to our cost of materials, our reliance on suppliers, and the concentration of our suppliers, see
“Risk Factors – Risk Factor 5 - Majority of our key raw material purchases, being APIs and excipients, sourced
from a diversified supplier base, is not under any long term purchase agreements. Any reduction of supplies or
our discontinuation of supplies from our top suppliers could have a material adverse effect on our business,
financial condition, results of operations and cash flows. Any fluctuation in prices of our raw materials, may have
a material adverse effect on our business, results of operations, prospects and financial condition” on page 36.
Customers
We have developed relationships with leading Indian pharmaceutical companies, including Mankind Pharma
Limited, German Remedies Pharmaceuticals Private Limited (a wholly owned subsidiary of Zydus Healthcare
Limited), Albert David Limited, Bion Therapeutics India Private Limited, Jagsonpal Pharmaceuticals Limited,
and Makers Laboratories Limited. The following table sets forth the number of domestic customers we have
provided our products to in the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of customers 154 177 122
We believe the increasing use of outsourcing by pharmaceutical companies has created opportunities for us to
build more strategic relationships with our customers. We are committed to developing and maintaining
sustainable relationships with our customers through frequent interactions and follow-ups. In Fiscals 2025, 2024
and 2023, our top 10 customers contribute to 67.34%, 61.64% and 70.37%, respectively, of our total revenues
from operations in such periods. Our largest customer contribute to 25.43%, 22.59% and 24.61%, respectively, of
our total revenues from operations in Fiscals 2025, 2024 and 2023, respectively. See, “Risk Factors – Risk Factor
4 - We derived about 79.37%-92.72% of our Revenue from Operations from repeat customers in the preceding
three Fiscals, and any loss of or a significant reduction in the repeat customers or revenue generated from them
could adversely affect our business, results of operations, financial condition and cash flows” on page 35.
Quality assurance
We believe that maintaining adequate control of the quality of our products is critical to our success and continued
growth. We have formulated and adopted a quality control policy prescribing stringent quality control practices
to ensure optimum quality standards. We leverage technology such as, implementation of laboratory information
and management system (“LIMS”) in our quality control laboratory for data security and automation and to ensure
quality control and compliance across our operations. Our contractual arrangements provide for periodic
inspections and audits by our clients to ensure adherence to quality standards and other specifications. Our
Manufacturing Units are also subject to periodic audits by regulatory authorities, as well. We employ internal
controls and standards to ensure consistency, quality and adherence to regulatory and contractual guidelines in
relation to our products. This involves identifying various process elements at each level, defining appropriate
203quality criteria for each element, and developing suitable metrics to measure the efficiency and results of the
process.
To ensure consistent quality across our supply chain, we have instituted a vendor and supplier evaluation system.
This framework is designed to assess, qualify, and monitor suppliers based on predefined quality, compliance,
and operational benchmarks. We have also established a stability section and testing lab to conduct stability studies
for our manufacturing operations. Our stability studies lab is in compliance with ICH Q1A (R2) – Stability testing
of new drug substances and drug products’ guidelines issued by the International Council for Harmonisation of
Technical Requirements for Pharmaceuticals for Human Use.
To ensure accuracy, we maintain batch manufacturing and production records. As of August 31, 2025, we have
50 employees in our quality assurance and quality control departments. Further, our quality control laboratory
conforms to the Good Laboratory Practices as laid down under Schedule L-1(150-E) of the Drugs & Cosmetics
Rule 1945 and has received a certification in this regard from the Food Safety & Drug Administration,
Uttarakhand.
Utilities
We consume fuel and power for our operations at our manufacturing facilities, which is sourced through the local
state power grid and rooftop solar panels. We source our water requirements from borewells in our Manufacturing
Units. Our manufacturing processes is supported by additional infrastructure such as, steam boilers, chillers,
effluent treatment plant, air compressors and nitrogen generation plants. In Fiscals 2025, 2024 and 2023, our
power and fuel expenses as per our Restated Consolidated Financial Statements were ₹ 48.41 million, ₹ 40.30
million and ₹ 26.56 million, respectively, and accounted for 2.92%, 3.24% and 3.51%, respectively, of our total
expenses as per our Restated Consolidated Financial Statements.
Health and Safety
We are subject to national, regional and state laws and government regulations in India in relation to safety, health
and environmental protection. These laws and regulations impose controls on air and water discharge, noise levels,
storage handling, employee exposure to hazardous substances and other aspects of our manufacturing operations.
Further, our products, including the process of manufacture, storage and distribution of such products, are subject
to numerous laws and regulations in relation to quality, safety and health. We seek to comply with applicable
health, safety and environmental regulations in our operations. In line with this, we conduct periodic medical
check-ups, implement safety measures and take proactive initiatives to minimize the risk of accidents at our
Manufacturing Facility. As part of our employee welfare initiatives, we have established a small on-site dispensary
where employees receive free medical treatment, a crèche facility for children of employees, an ambulance service
to address any medical emergencies and a dedicated bus service for female employees. We believe that accidents
and occupational health hazards can be significantly reduced through a systematic analysis and control of risks
and by providing appropriate medical facilities and training to our management and our employees.
We strive to manage the potential risks associated by implementing our health and safety policy which is aimed
at providing a safe and establish sound work practices in manufacturing operations and equipment selection and
maintenance with a focus on continual improvements of processes and products to prevent pollution and accidents.
Further, our Manufacturing Units possess effluent treatment processes and minimize any contamination of the
surrounding environment or pollution in compliance with applicable law. We prioritize the health and safety of
204our employees and undertake several initiatives to promote employee health and quality of life. We have adopted
a comprehensive health and safety policy in this regard. We work to ensure a safe and healthy workplace and
provide our employees with the benefits, resources and flexibility to maintain and improve their wellness. For
information regarding applicable health, safety and environmental laws and regulations, see “Key Regulations and
Policies” on page 209. For risks relating to failure to comply with health and safety standards, please refer to the
chapter “Risk Factors- Internal Risks- 37 - Non-compliance with and changes in, safety, health, labour and
environmental laws and other applicable regulations, may adversely affect our business, financial condition, cash
flows and results of operations” on page 54.
Sales and Marketing
In respect of our institutional customers, we participate in procurement tenders, subject to applicable eligibility,
quality and pricing criteria. We believe that our focus on offering quality products and timely delivery, play a
significant factor in onboarding new institutional customers and maintaining relationships with our existing
customers. In relation to our CDMO customers, a significant portion of our new business is generated organically
through our existing customers, which we believe reflects customer confidence in our capabilities. Our sales and
marketing teams engage with customers on a regular basis across the product lifecycle to ensure alignment on
formulation needs, regulatory compliance and delivery timelines. In addition, we participate in industry
exhibitions and conferences in India and internationally to enhance visibility, engage with prospective customers
and remain abreast of market developments.
Transportation
Roadways is the primary mode of transportation used for delivery of raw materials as well as finished products.
Our suppliers directly deliver our raw materials to our units or we procure the raw materials by engaging third
party transportation agencies. We outsource the delivery of our products to third-party logistics providers and rely
on clearing house agents to deliver our products from our units to the customers. We do not have long-term
contractual relationships with the logistics providers or clearing house agents.
Competition
We compete with different companies depending on the market and type of products. Some of our competitors
are larger than us and have greater financial, manufacturing, innovation and other resources. Consequently, our
competitors may possess wider product ranges, larger sales teams, greater intellectual property resources and
broader appeal across various divisions. Some of our key competitors across our business verticals include Innova
Captab Limited, Sai Life Sciences Limited and Windlas Biotech Limited. We believe that we are well-positioned
to compete with these companies given our diversified business model. For further information on the competition,
we face in the markets in which we operate, see “Industry Overview” and “Risk Factors – 35 - Since our inception,
we have expanded our business, scale of operations and delivered variety of products for which we face
competitive pressures. We compete to provide outsourced pharmaceutical manufacturing products to
pharmaceutical companies in India and other jurisdictions” on pages 130 and 53, respectively.
Information Technology
Information Technology plays a central role in our operations, serving not only as a support system but also as a
driver of efficiency, accuracy, and security. We use an enterprise resource planning platform to integrate key
functions such as supply chain, warehousing, quality control, and process operations, ensuring accuracy and
coordination. Payroll is managed through a dedicated system that automates calculations, deductions, and transfers
while safeguarding employee data. In our laboratories, a laboratory information management system is used to
manage samples, records, and workflows, supporting compliance with international standards, automation of
processes, and data integrity. To secure our digital environment, we have deployed Sophos Firewall, which
provides intrusion prevention, antivirus scanning, ransomware protection, and controlled internet access. To
manage security, we use group policy for enforcing password rules, locking idle sessions, restricting USB usage,
and pushing system updates. These practices are implemented in line with our information technology systems
management standard operating procedures, which sets out the rules and standards for usage of information
technology, data integrity, and cybersecurity.
Insurance
205We have obtained insurance in order to mitigate the risk of losses from potentially harmful events, such policies
include (i) insurance for burglary of stocks; (ii) fire insurance covering building, furniture, fixtures, fittings,
electrical equipment, plant and machinery, stocks; (iii) money insurance policy for money in safe deposit, counter,
premises and transit; (iv) motor insurance policies; (v) employees compensation insurance policies; and (vi)
marine insurance policy for goods and raw materials transported through sea, air, rail, courier and road. We believe
that the insurance cover obtained by our Company is sufficient to cover the potential risks.
Corporate Social Responsibility
We have implemented a CSR policy, pursuant to which we carry out our CSR activities. Our CSR initiatives are
in compliance with the requirements under the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014, as amended. During the last three Fiscals, we have undertaken CSR activity by
donating funds towards healthcare and medical relief and education and youth development, among others. During
the Fiscals 2025, 2024 and 2023, our corporate social responsibility related expenses were ₹ 1.84 million, ₹ 1.20
million and ₹ 0.99 million, respectively.
Employees
As of August 31, 2025, we had an employee base of 419 employees and 203 contract workers. The following
table sets forth a breakdown by function:
Department - Wise Employee Break – Up
Sr. No. Department No. of employees
1. Production operation 237
2. Sales/marketing 10
3. Quality control / quality assurance 50
4. Human resource / Administration 46
5. Accounts and finance 10
6. Supply chain 14
7. Information technology 5
8. Engineering and maintenance 47
Total 419
The employee attrition rate during the Fiscals 2024, 2024 and 2023 was 63.32%, 61.77% and 59.40%,
respectively.
Intellectual Property
As on date of this Draft Red Herring Prospectus, our Company has made the following applications for registering
trademarks under the Trade Marks Act, 1999:
S. No. Description Class Application Date of application Status
Number
1. COTEC 5 7076244 June 21, 2025 Formalities Chk Pass
2. COTEC 35 7076245 June 21, 2025 Formalities Chk Pass
3. 5 7076246 June 21, 2025 Formalities Chk Pass
4. 35 7076247 June 21, 2025 Formalities Chk Pass
Properties
a) Owned Properties:
S. No. Particulars of the property Usage
1. Khasra 466, measuring 3233 square meter, Kishanpur Jamalpur Pargana Manufacturing
Bhagwanpur Tehsil Roorkee – 247 667, Haridwar, India.
206S. No. Particulars of the property Usage
2. Khasra 593/1 measuring 2060 square meter, Kishanpur Jamalpur Pargana Manufacturing
Bhagwanpur Tehsil Roorkee – 247 667, Haridwar, India.
3. Khasra No 596/1 measuring 1738 square meter, Kishanpur Jamalpur Pargana Manufacturing
Bhagwanpur Tehsil Roorkee – 247 667, Haridwar, India.
4. Khasra 1000 measuring 435.64 square meter, Salempur Industrial Area, Roorkee Leased to third party
– 247 667, Haridwar, India.
b) Leasehold Properties:
S. No. Details of the Deed/Agreement Particulars of the property Term / Tenure Usage
1. Lease Agreement dated June 27, 2003 E-10, measuring 2010 square 90 Years Manufacturing
between UP State Industrial meter, SSGT Road, Ghaziabad – commencing from
Development Corporation Limited, 201 001, Uttar Pradesh, India. June 27, 2003.
Ghaziabad and our Company.
2. Lease Agreement dated July 08 2025 Khasra No. 461 measuring area 5 years commencing Manufacturing
read with supplementary lease deed 906 square meter, Kishanpur from April 01, 2025
dated August 20, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and Vandana Tiwari and our Tehsil Roorkee – 247 667,
Company. Haridwar, India.
3. Lease Agreement dated July 08 2025 Khasra No 444Mi measuring area 5 years commencing Manufacturing
read with supplementary lease deed 2730 square meter, Kishanpur from April 01, 2025
dated August 20, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and Vandana Tiwari and our Tehsil Roorkee – 247 667,
Company. Haridwar, India.
4. Lease Agreement dated July 08 2025 Khasra No 455Mi measuring area 5 years commencing Manufacturing
read with supplementary lease deed 632 square meter, Kishanpur from April 01, 2025
dated August 20, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and Vandana Tiwari and Our Tehsil Roorkee – 247 667,
Company. Haridwar, India.
5. Lease Agreement dated July 08 2025 Khasra No. 455 Mi measuring 5 years commencing Manufacturing
read with supplementary lease deed area 1455 square meter, from April 01, 2025
dated August 26, 2025 between Harsh Kishanpur Jamalpur Pargana
Tiwari and our Company. Bhagwanpur Tehsil Roorkee –
247 667, Haridwar, India.
6. Lease Agreement dated July 08 2025 Khasra No. 455 Mi measuring 5 years commencing Manufacturing
read with supplementary lease deed area 683 square meter, Kishanpur from April 01, 2025
dated August 26, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and our Company. Tehsil Roorkee – 247 667,
Haridwar, India.
7. Lease Agreement dated July 08 2025 Khasra No. 441 measuring area 5 years commencing Manufacturing
read with supplementary lease deed 1367 square meter, Kishanpur from April 01, 2025
dated August 26, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and our Company. Tehsil Roorkee – 247 667,
Haridwar, India.
8. Lease Agreement dated July 08 2025 Khasra No. 459 measuring area 5 years commencing Manufacturing
read with supplementary lease deed 939 square meter, Kishanpur from April 01, 2025
dated August 26, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and our Company. Tehsil Roorkee – 247 667,
Haridwar, India.
9. Lease Agreement dated July 08 2025 Khasra No. 460 measuring area 5 years commencing Manufacturing
read with supplementary lease deed 275 square meter, Kishanpur from April 01, 2025
dated August 26, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and our Company. Tehsil Roorkee – 247 667,
Haridwar, India.
10. Lease Agreement dated July 08 2025 Khasra No. 456 measuring area 5 years commencing Manufacturing
read with supplementary lease deed 1876 square meter, Kishanpur from April 01, 2025
dated August 26, 2025 between Harsh Jamalpur Pargana Bhagwanpur
Tiwari and our Company. Tehsil Roorkee – 247 667,
Haridwar, India.
207S. No. Details of the Deed/Agreement Particulars of the property Term / Tenure Usage
11. Lease Agreement dated April 18 2025 Khasra No. 444 Mi, 433 GH, 11 months Manufacturing
between Harsh Tiwari and Vandana 433K, 433 C, measuring area commencing from
Tiwari and our Company.* 9085 square meter, Kishanpur April 18, 2025.
Jamalpur Pargana Bhagwanpur
Tehsil Roorkee – 247 667,
Haridwar, India.
12. Rent Agreement dated January 24, 1st floor C-47 RDC Rajnagar, 11 months Administrative
2025 read with addendum dated July Ghaziabad – 201 002, Uttar commencing from Office
25, 2025 between Manju Gupta and our Pradesh, India. December 01, 2024.
Company.
*Our Company had entered into an agreement for sale dated June 24, 2025 with our Promoters, Harsh Tiwari and Vandana Tiwari
for purchase of the land parcels situated at Khasra numbers 444 Mi, 433 Gh, 433 K and 433 Kh, village Kishanpur Jamalpur
Mustahkam, Pargana Bhagwanpur, Roorkee – 247 667, Haridwar, Uttarakhand, India. In accordance with the agreement for sale
an amount of ₹ 65.00 million was fixed as consideration payable towards the sale, out of which an amount of ₹ 30.00 million was
paid by our Company as advance and the balance amount of ₹ 35.00 million will be paid at the time of registration of sale deed.
Except as disclosed above, there are no conflict of interest between the lessor of the immovable properties, (crucial
for operations of the company) and our Company and our Promoters, Promoter Group, Key Managerial Personnel,
Directors, Senior Management and Subsidiary. For further details, please refer to the chapter titled “Risk Factors
– Risk Factor 14 - We do not own certain premises used by our Company. Disruption of our rights as licensee/
lessee or termination of the agreements with our licensors/ lessors would adversely impact our operations and,
consequently, our business” on page 41 of this Draft Red Herring Prospectus.
208KEY REGULATIONS AND POLICIES
The following is an overview of certain sector specific laws and regulations in India which are applicable to the
business and operations of our Company. The information in this section has been obtained from legislations,
including rules, regulations, guidelines and circulars promulgated and issued by regulatory bodies which are
available in public domain and is based on the current provisions of Indian law, which are subject to change or
modification by subsequent legislative actions, regulatory, administrative or judicial decisions. The description of
laws and regulations set out below may not be exhaustive and is only intended to provide general information to
the investors and is neither designed nor intended to substitute for professional legal advice. Judicial and
administrative interpretations are subject to modification or clarification by subsequent legislative, judicial or
administrative decisions. For information regarding government approvals required and obtained by our
Company, see the section titled “Government and Other Approvals” beginning on page 349.
Laws in relation to our business
The Drugs and Cosmetics Act, 1940 (“Drugs Act”) and the Drugs and Cosmetics Rules, 1945 (“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. They further mandate that every person holding a license to maintain such
records that may be open to inspection by relevant authorities.
Drugs, Medical Devices and Cosmetics Bill, 2022 (the “Drugs Bill, 2022”)
In July 2022, the Ministry of Health and Family Welfare, Government of India, released a draft of the Drugs Bill,
2022. The Drugs Bill, 2022 is proposed to amend and consolidate the laws relating to, inter alia, import,
manufacture, distribution and sale of drugs and medical devices and cosmetics as well as the law relating clinical
trials of new drugs and clinical investigation of investigational medical devices. The Drugs Bill, 2022 lays down
the standards of the quality of imported drugs and cosmetics and circumstances under which these would be
deemed to be adulterated, spurious and misbranded. Under the Drugs Bill, 2022, the central government has the
power to prohibit or restrict or regulate the import of drugs and cosmetics in public interest including to meet the
requirements of an emergency arising due to epidemic or natural calamities. Further, it lays down the standards of
quality for manufacture, sale and distribution of drugs and cosmetics and clinical trial of drugs. The Drugs Bill,
2022 also proposes establishment of several boards and committees to assist and advise the Central and State
Governments in the administration and regulation of drugs, cosmetics and medical devices.
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.
Drugs (Prices Control) Order, 2013 (the “DPCO”)
The DPCO has been notified under the Essential Commodities Act, 1955 (“ECA”). The first schedule to the DPCO
consists of a list of essential medicines or formulations. In relation to these scheduled formulations, the DPCO
inter alia prescribes the method for calculating the ceiling price and provides that the Government shall fix and
notify the ceiling prices. The DPCO also prescribes the method for calculating the retail price of a new drug in the
domestic market for existing manufacturers of scheduled formulations. Further, under the DPCO, the Government
has been assigned the task to monitor the production and availability of scheduled formulations and the active
pharmaceutical ingredients contained in the scheduled formulation.
The Narcotic Drugs and Psychotropic Substances Act, 1985 (the “NDPS Act”)
The NDPS Act is a legal framework which seeks to control and regulate the operations relating to narcotic drugs
and psychotropic substances. It prohibits, inter alia, the cultivation, production, manufacture, possession, sale,
purchase, transportation, warehousing, consumption, inter-state movement, import into India and transshipment
of narcotic drugs and psychotropic substances, except for medical or scientific purposes. Offences under the NDPS
209Act are essentially related to violations of the various prohibitions imposed under the NDPS Act, punishable by
either imprisonment or monetary fines or both.
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 Dangerous Drugs Act, 1930 (the “Dangerous Drugs Act”)
The Dangerous Drugs Act centralizes and vests in the Central Government the control over certain operations
relating to dangerous drugs. Dangerous drugs have been defined to include coca leaf, hemp and opium, and all
manufactured drugs. It enables the Central Government to prescribe the method by which percentages in the case
of liquid preparations shall be calculated for the purposes of coca leaf, coca derivative, opium and opium
derivative. The Dangerous Drugs Act prohibits the cultivation of coca plant, manufacture and possession of
prepared opium and import into India and export from India, transship or sell prepared opium. The Central
Government is also enabled to control the production and supply of opium and also the manufacture of
manufactured drugs. Violations of the provisions of the Dangerous Drugs Act entail punishments including
imprisonment or fine or both.
The Poisons Act, 1919 (the “Poisons Act”)
The Poisons Act enables state governments to grant licenses for the possession, sale, wholesale or retail of poisons
and fixing of the fee, if any, to be charged for such licenses. The Poisons Act also enables state governments to
regulate the classes of persons to whom such license may be granted, the maximum quantity of poison which may
be permitted to be sold, etc.
National Pharmaceuticals Pricing Policy, 2012 (the “2012 Policy”)
The 2012 Policy intends to provide the principles for pricing of essential drugs specified in the National List of
Essential Medicines – 2011 (“NLEM”) declared by the Ministry of Health and Family Welfare, Government of
India and modified from time to time, in order to ensure the availability of such medicines at reasonable price,
while providing sufficient opportunity for innovation and competition to support the growth of the industry. The
prices are regulated based on the essential nature of the drugs. Further, the 2012 Policy regulates the price of
formulations only, through market-based pricing which is different from the earlier principle of cost-based pricing.
Accordingly, the formulations will be priced by fixing a ceiling price and the manufacturers of such drugs will be
free to fix any price equal to or below the ceiling price.
The Essential Commodities Act, 1955 (the “ECA”)
The ECA empowers the Central Government, to control the production, supply and distribution of trade and
commerce in certain essential commodities for maintaining or increasing supplies or for securing their equitable
distribution and availability at fair prices or for securing any essential commodity for the defense of India or the
efficient conduct of military operations. Under the ECA, an essential commodity means a commodity specified in
the Schedule to the ECA, which is updated and notified from time to time. Using the powers under it, the Central
Government has issued control orders for inter alia controlling the price of, regulating by licenses, permits or
otherwise the production or manufacture of any essential commodity. Violations under the ECA are punishable by
either imprisonment or monetary fines or both.
Food Safety and Standards Act, 2006 (“FSSA”) and rules and regulations made thereunder
The FSSA was enacted with a view to consolidate the laws relating to food and to establish the Food Safety and
Standards Authority of India (“FSSAI”) for laying down scientific standards for articles of food and to regulate
their manufacture, storage, distribution, sale and import to ensure availability of safe and wholesome food for
human consumption. The FSSAI has been established under section 4 of the FSSA. Section 16 of the FSSA lays
210down the functions and duties of the FSSAI including FSSAI’s duty to provide scientific advice and technical
support to the Government of India and the state governments in framing the policy and rules relating to food
safety and nutrition. The FSSA also sets out requirements for licensing and registering of food businesses, general
principles for food safety, and responsibilities of the food business operator and liability of manufacturers, packers,
wholesalers, distributors and sellers, and adjudication by the Food Safety Appellate Tribunal. The FSSA also lays
down penalties for various offences (including recall procedures). In addition to the FSSA, the following rules and
regulations passed under the FSSA are applicable to our Company:
• Food Safety and Standards Rules, 2011;
• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;
• Food Safety and Standards (Food Recall Procedure) Regulations, 2017;
• Food Safety and Standards (Packaging) Regulations, 2018;
• Food Safety and Standards (Labelling and Display) Regulations, 2019;
• Food Safety and Standards (Food Products Standards and Food Additives) Regulations, 2011;
• Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011;
• Food Safety and Standards (Packaging) Regulations, 2018; and
• Food Safety and Standards (Labeling and Display) Regulations, 2020.
The Bureau of Indian Standards Act, 2016 (BIS Act) and Bureau of Indian Standards Rules, 2018
The BIS Act and the corresponding rules delineate the processes for standardization, marking, and quality
certification of commodities. The BIS Act provides for the functions of the BIS which includes, among others (a)
publish, establish, promote and review Indian standards in relation to goods, articles, processes, systems or
services; (b) adopt as Indian standard, any standard, established by any other institution in India or elsewhere, in
relation to goods, articles, processes, systems or services; (c) functions necessary for promotion, monitoring and
management of the quality of goods, articles, processes, systems and services and to protect the interests of
consumers and other stake holders; and (d) undertake, support and promote research necessary for formulation of
Indian standards. The BIS Act empowers the Central Government to order compulsory use of standard mark for
any goods or article if it finds it expedient to do so in public interest, national security, protection of human, animal
or plant health, safety of environment or prevention of unfair trade practices.
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.
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 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.
211Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is a key legal framework governing all aspects of the electricity sector in India. It covers
generation, transmission, distribution, trading, and consumption of electricity. The Act regulates the distribution
of electricity to consumers through distribution licensees, ensuring reliable and quality supply to end-users. It sets
guidelines for licensing, tariff determination, quality of supply, and regulatory oversight. Compliance with the
Electricity Act is essential for all entities involved in electricity generation, distribution, and consumption to ensure
a reliable and sustainable electricity supply across the country. The Electricity Act discourages theft and misuse of
electricity with tiered penalties. Stealing electrical materials or tampering with lines can result in imprisonment
for up to three years or with fine or with both on a first offense, and a minimum imprisonment which shall not be
less than six months but which may extend to five years with a fine which shall not be less than ten thousand
rupees in case of second or subsequent offences. Damaging electrical infrastructure or attempting to disrupt
electricity supply comes with a fine of up to ₹10,000. Non-compliance with directives from the Electricity
Commission also attracts fines, reaching up to ₹100,000 for each contravention and a fine up to ₹6,000 per day for
continuing violations. Further in addition to the Electricity Act, the following rules and regulations passed under
the FSSA are applicable to our Company:
Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2023 (“CEA
Regulations”)
The CEA Regulations are applicable to electrical installation including electrical plant and electric line, and the
person engaged in the generation or transmission or distribution or trading or supply or use of electricity. It lays
down regulations for safety requirements for electric supply lines and accessories, such as meters, switchgears,
switches and cables. All material and apparatus used in the construction, installation, protection, operation and
maintenance of electric supply lines and apparatus are required to conform to the relevant standards as provided
under the CEA Regulations. Pursuant to the CEA Regulations, all electric supply lines and apparatus are required
to have sufficient rating for power, insulation, and estimated fault current and of sufficient mechanical strength,
for the duty cycle which they may be required to perform under the environmental conditions of installation and
shall be constructed, installed, protected, worked and maintained in such a manner as to ensure safety of human
beings, animal and property. The supplier is also required to provide a suitable switchgear in each conductor of
every service line other than an earthed or earthed neutral conductor or the earthed external conductor of a
concentric cable within a consumer’s premises, in an accessible position and such switchgear is required to be
adequately enclosed in a fireproof receptacle.
Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in the states in which establishments
are set up, establishments are required to be registered as prescribed. Such legislations regulate the working and
employment conditions of the workers employed in shops and establishments including commercial
establishments and provide for fixation of working hours, rest intervals, overtime, holiday, leave, termination of
service, maintenance of shops and establishments and other rights and obligations of the employers and employee.
Our locations/units must be registered under the shops and establishments legislations of the state where they are
located.
The Indian Boilers Act, 2025 (“Boilers Act”) and the Indian Boiler Regulations, 1950 (“Boilers Regulations”)
The Boilers Act inter alia provides that no owner of a boiler shall use the boiler or permit it to be used unless it has
been registered in accordance with the provisions of this Boilers Act. Under the Boilers Act, “boiler” means a
pressure vessel in which steam is generated for use external to itself by application of heat which is wholly or
partly under pressure when steam is shut off. The Boilers Act also provides for penalties for illegal use of boilers,
penalty for breach of rules and other penalties. The Boilers Regulations provide for inter alia, standard
requirements with respect to material, construction, safety and testing of boilers.
The Static and Mobile Pressure Vessels (Unfired) Rules, 2016 (“SMPV Rules”)
The SMPV Rules oversee the processes involved in manufacturing, filling, delivery, importation, modification,
and repair of pressure vessels. These rules mandate the acquisition of licenses for the storage and transportation of
compressed gases, for a period of validity of five years. Additionally, the SMPV Rules outline the specific
conditions under which licenses may be modified, renewed, suspended, or revoked.
212Legal Metrology Act, 2009 (the “LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (the
“LM Rules”)
The LM Act seeks 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. The LM Act
provides for inter alia standard weights and measures and requirements for verification and stamping of weight
and measure. LM Rules inter alia provide that certain commodities shall be packed for sale, distribution and
delivery in standard quantities as laid down under the LM Rules. LM Rules also provide for declarations that must
be made on packages, where those declarations should appear on the package and the manner in which the
declaration is to be made.
The Explosives Act, 1884 (“Explosives Act”)
The Explosives Act is a comprehensive legislation that governs the licensing of activities related to the
manufacturing, use, possession, sale, transportation, export, and import of explosives. According to the Explosive
Act's definition of 'explosives,' it includes any substance, whether a single chemical compound or a mixture, in
solid, liquid, or gaseous form, designed or manufactured to produce practical effect by an explosive or pyrotechnic
effect. The Central Government is empowered to create rules, consistent with the Act, for any part of India to
regulate or prohibit various activities related to explosives, except those carried out under a valid license as
specified in the rules.
The Warehousing (Development & Regulation) Act, 2007 (the “Warehousing Act”)
The Warehousing Act makes provisions for the development and regulation of warehouses, negotiability of
warehouse receipts, establishment of a Warehousing Development and Regulatory Authority etc. It prohibits the
commencement or carrying on the warehousing business by any person unless it has obtained a registration
certificate in respect of the concerned warehouse or warehouses granted by the Authority under the Warehousing
Act. It makes a warehouseman liable for loss of, or injury to, goods caused by his failure to exercise such care and
diligence in regard to the goods as a careful and vigilant owner of the goods of the same bulk, quality and value
would exercise in the custody of them in similar conditions.
Information Technology Act, 2000 (the “IT Act”)
The IT Act seeks to provide legal recognition to transactions carried out by various means of electronic data
interchange and other means of electronic communication and facilitate electronic filing of documents with the
Government agencies. The IT Act also creates a mechanism for the authentication of electronic documentation
through digital signatures. The IT Act prescribes punishment for publishing and transmitting obscene material in
electronic form. The IT Act provides for extraterritorial jurisdiction over any offence or contravention under the
IT Act committed outside India by any person, irrespective of their nationality, if the act or conduct constituting
the offence or contravention involves a computer, computer system or computer network located in India.
Additionally, the IT Act empowers the Government of India to direct any of its agencies to intercept, monitor or
decrypt any information generated, transmitted, received or stored in any computer source in the interest of
sovereignty, integrity, defense and security of India, among other things.
The Sales Promotion Employees (Conditions of Service) Act, 1976 (the “Sales Promotion Act”)
The Sales Promotion Act regulates certain conditions of service for sales promotion employees and applies to
pharmaceutical industry. It provides, inter alia, conditions of appointment and leave of sales promotion employees
and maintenance of registers and other documents of such employees.
Competition Act, 2002 (“Competition Act”)
The Competition Act is an act for the establishment of a commission to prevent practices having adverse effect on
competition, to promote and sustain competition in markets, to protect the interests of consumers and to ensure
freedom of trade in India. The act deals with prohibition of (i) certain agreements such as (i) anti-competitive
agreements; (ii) abuse of dominant position; and (iii) regulation of combinations. No enterprise or group shall
abuse its dominant position in various circumstances as mentioned under the Competition Act. The prima facie
duty of the Competition Commission of India (“CCI”) is to eliminate practices having adverse effect on
competition, promote and sustain competition, protect interests of consumers, and ensure freedom of trade. The
213CCI shall issue a notice to show cause to the parties to combination calling upon them to respond within 15 days
as to why investigation against them should not be conducted in case the CCI is of the opinion that there has been
or is likely to cause an appreciable adverse effect on competition in India. In case a person fails to comply with
the directions of the CCI he shall be punishable with a fine which may exceed to ₹100,000 for each day during
such non-compliance subject to maximum of ₹10,000,000, as the CCI may determine.
The Competition (Amendment) Act, 2023 (“Amendment Act”) introduces significant changes to the Competition
Act in India. It introduces a deal value threshold of ₹ 2,000 crores for reporting merger and acquisition transactions
to the CCI. The time limit for CCI's assessment of mergers and acquisitions is reduced from 210 days to 150 days.
The scope of anti-competitive agreements is broadened by replacing the “exclusive supply agreement" with
"exclusive dealing agreement" and now covers the acquiring or the selling side of such agreements. The definition
of cartel provided under anti-competitive agreements was amended pursuant to section 4 of the Amendment Act
is expanded to include hubs and spoke arrangements involving trade associates, consultants, or intermediaries.
Additionally, the Amendment Act provides the CCI the power to appoint a Director General for more effective
enforcement.
Intellectual Property Laws
The Trade Marks Act, 1999 (the “Trademarks Act”)
The Trademarks Act governs the statutory protection of trademarks and prohibits any registration of deceptively
similar trademarks, among others. The purpose of the Trade Marks Act is to grant exclusive rights to marks such
as a brand, label and heading, and to obtain relief in case of infringement of such marks. Indian law permits the
registration of trademarks for both goods and services. Under the provisions of the Trademarks Act, an application
for trademark registration may be made before the Trademark Registry by any person claiming to be the proprietor
of a trade mark, whether individual or joint applicants, and can be made on the basis of either actual use or intention
to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless cancelled,
subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration are required to be
restored. Further, pursuant to the notification of the Trade Marks (Amendment) Act, 2010 (“Trademark
Amendment Act”) simultaneous protection of trademarks in India and other countries has been made available to
owners of Indian and foreign trademarks. The Trademark Amendment Act also seeks to simplify the law relating
to transfer of ownership of trademarks by assignment or transmission and to conform Indian trademark law to
international practice.
Labour Law legislations
Factories Act, 1948 (“Factories Act”)
The Factories Act ensures the welfare of workers by regulating various aspects of factory life, including working
hours, safety and health and leave and wages. The Factories Act applies to any place where ten or more workers
are employed where a manufacturing process is being carried out with the aid of power, or twenty or more workers
are employed where a manufacturing process is being carried out without the aid of power. There are provisions
for exemptions under specific circumstances. Violations of the Act invite penalties for both occupiers (factory
owners) and managers. These can include imprisonment for a term which may extend to two years or with fine
which may extend to one lakh rupees or with both, and if the contravention is continued after conviction, with a
further fine which may extend to one thousand rupees for each day on which the contravention is so continued.
Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”)
The CLRA regulates the employment of contract labour in certain establishments. The CLRA provides that the
appropriate Government may, after consultation with the Central or State Advisory Boards (constituted under the
CLRA), prohibit employment of contract labour in any process, operation or other work in any establishment.
In addition to the Factories Act, the CLRA and the local shops and establishments legislations, the employment of
workers, depending on the nature of activity, is regulated by a wide variety of generally applicable labour laws.
The various other labour and employment - related legislations (and rules issued thereunder) that may apply to our
operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other
compliances, and the requirements that may apply to us as an employer, would include the following:
In addition to the aforementioned material legislations which are applicable to our Company, other legislations
that may be applicable to the operations of our company include:
214• Apprentices Act, 1961 and Apprenticeship Rules, 1992;
• Bonded Labour System (Abolition) Act, 1976;
• Child and Adolescent Labour (Prohibition and Regulation) Act, 1986 and Child and Adolescent Labour
(Prohibition and Regulation) Rules, 1988;
• Employee’s Compensation Act, 1923 as amended by Employee’s Compensation (Amendment) Act, 2017;
• Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959;
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ State Insurance Act, 1948;
• Equal Remuneration Act, 1976;
• Industrial- Disputes Act, 1947 and Industrial Disputes (Central) Rules, 1957;
• Industrial Disputes (Amendment and Miscellaneous Provisions) Act, 1956
• Industrial Employment (Standing Orders) Act, 1946;
• Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain Establishments)
Act, 1988 as amended by Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by
certain Establishments) Amendment Act, 2014
• Maternity Benefit Act, 1961;
• Minimum Wages Act, 1948;
• Payment of Bonus Act, 1965;
• Payment of Gratuity Act, 1972;
• Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013; and
• Workmen’s Compensation Equal Remuneration Act, 1976.
In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes,
namely:
• The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 consolidates and amends laws relating to trade unions, the conditions of
employment in industrial establishments and undertakings, and the investigation and settlement of industrial
disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and
the Industrial Disputes Act, 1947. The provisions of this code will be brought into force on a date to be notified
by the Central Government
• The Code on Wages, 2019
The Code on Wages, 2019 which regulates, inter alia, the minimum wages payable to employees, the manner of
payment and calculation of wages and the payment of bonus to employees. It subsumes four existing laws,
namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, and
the Equal Remuneration Act, 1976. The Central Government has notified certain provisions of the Code on
Wages, mainly in relation to the constitution of the advisory board.
• The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020 consolidates and amends the laws regulating
the occupational safety and health and working conditions of the persons employed in an establishment. It replaces
certain old central labour laws including the Contract Labour (Regulation and Abolition) Act, 1970, the Factories
Act, 1948, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act,1979 and
the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996.
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 Occupational Safety, Health and Working Conditions
Code, 2020. The draft rules provide for operationalization of provisions in the Occupational Safety, Health and
Working Conditions Code, 2020 relating to safety, health and working conditions of the dock workers, building or
other construction workers, mines workers, inter-state migrant workers, contract labour, journalists, audio-visual
workers and sales promotion employees
• The Code on Social Security, 2020
215The Code on Social Security, 2020 which amends and consolidates laws relating to social security, and subsumes
various legislations including the Employee’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
Building and Other Construction Workers’ Welfare Cess Act, 1996, the Unorganised Workers’ Social Security Act,
2008 and the Payment of Gratuity Act, 1972. It governs the constitution and functioning of social security
organizations such as the employees’ provident fund and the ESIC, regulates the payment of gratuity, the provision
of maternity benefits, and compensation in the event of accidents to employees, among others.
Foreign Investment and Trade Regulations
Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)
The FTA seeks to provide for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from India. The FTA provides that no person shall make any import or export except under an
importer-exporter code number (“IEC”) granted by the Director-General of Foreign Trade, Ministry of Commerce
and Industry or the officer authorised by the Director General in this behalf. The IEC can be suspended or cancelled
for contravening any of the provisions of FTA or any rules or order made thereunder or if the DGFT or any other
officer authorized by him has reason to believe that any person has made an export or import in a manner
prejudicial to the trade relations of India. The FTA enforces penalties for violations to ensure adherence to import
and export regulations. This penalty ranges from a minimum of ₹10,000 to a maximum of five times the value of
the goods, services, or technology involved in the offense, whichever is higher.
Customs Act, 1962 (the “Customs Act”)
Under the Customs Act, the Central Government has the power to prohibit either absolutely or subject to such
conditions, the import or export of goods of any specified description. Further, the Central Government may
specify goods of such class or description, if it is satisfied that it is necessary to take special measures for the
purpose of checking the illegal import, circulation or disposal of such goods.
Export Oriented Unit Scheme
The Ministry of Commerce, Government of India introduced the Export Oriented Unit (“EOU”) Scheme on
December 31, 1980. The EOU Scheme is governed by chapter six of the Foreign Trade Policy. An EOU can import
from bonded warehouses in the domestic tariff area which are outside SEZ and EOU. They are typically required
to fulfil certain criteria such as achievement of positive net foreign exchange earnings cumulatively in a five-year
block period. EOUs are units which must export their entire production (except permitted sales in Domestic Tariff
Area). They may be engaged in the manufacture, services, development of software, trading, repair, remaking,
reconditioning and re-engineering. EOUs are allowed to import or locally procure, duty free, all types of goods
including capital goods, Raw materials and consumables required for export production. EOU premises are
approved as private warehouses under Section 58 of the Customs Act.
Environmental Legislation
Environment Protection Act, 1986 (the “EP Act”), Environment Protection Rules, 1986 (the “EP Rules”) and
EIA Notification, 2006 (the “EIA”)
The EPA is designed to safeguard and enhance environmental quality, combat pollution, and authorize
governmental intervention for environmental protection. The Act mandates that no entity involved in industry,
operations, or processes shall release or allow the release of any environmental pollutant exceeding prescribed
standards. Furthermore, it prohibits the handling of hazardous substances except in compliance with specified
procedures and safeguards. The EPA grants authority to the Central Government to implement measures necessary
for environmental protection, including setting emission standards, imposing restrictions on industrial locations,
and overall pollution control. Violation of the provisions of EPA and the rules thereunder can result in the
imposition of penalty which shall not be less than ten thousand rupees and can also extend to fifteen lakh rupees,
and in case the failure or contravention continues, with additional fine which may extend to ten thousand rupees
for every day during which such failure or contravention continues after the conviction for the first such failure or
contravention. Additionally, under the EIA Notification and its subsequent amendments, projects are required to
mandatorily obtain environmental clearance from the concerned authorities depending on the potential impact on
human health and resources.
216The Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 (“HCR Rules”)
The HCR Rules are formulated under the EPA. The HCR Rules are applicable to an industrial activity in which a
hazardous chemical which satisfies certain criteria as listed in the schedule thereto, and to an industrial activity in
which there is involved a threshold quantity of hazardous chemicals as specified in the schedule thereto. The
occupier of a facility where such industrial activity is undertaken has to provide evidence to the prescribed
authorities that he has identified the major accident hazards and that he has taken steps to prevent the occurrence
of such accident and to provide to the persons working on the site with the information, training and equipment
including antidotes necessary to ensure their safety. Where a major accident occurs on a site or in a pipeline, the
occupier shall forthwith notify the concerned authority within 48 hours and submit reports of the accident to the
said authority. Furthermore, an occupier shall not undertake any industrial activity unless he has submitted a
written report to the concerned authority containing the particulars specified in the schedule to the HCR Rules at
least three months before commencing that activity or before such shorter time as the concerned authority may
agree and has been granted an approval for undertaking such activity.
The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The 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
Parliament of India has recently passed the Water (Prevention and Control of Pollution) Amendment Act, 2024,
which seeks to amend the Water Act to, inter alia, decriminalize certain offences, increased penalties for violation
of the provisions of the Water Act in the range of ₹ 10,000 to ₹ 1,500,000.
The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)
The Air Act provides for the prevention, control and abatement of air pollution. Under the Air Act, the State
Government may, after consultation with the state pollution control board declare, any area or areas within the
State as air pollution control area or areas for the purposes of the Air Act. Pursuant to the provisions of the Air Act,
any person establishing or operating any industrial plant within an air pollution control area, must obtain the
consent of the relevant state pollution control board prior to establishing or operating such industrial plant. Further,
under section 22 of the Air Act, no person operating any industrial plant in any air pollution control area shall
discharge or permit or cause to be discharged the emission of any air pollutant in excess of the standards laid down
by the state pollution control board. The Air Act prescribes specific amounts of fine and terms of imprisonment
for various contraventions.
The Noise Pollution (Regulation and Control) Rules, 2000 (Amended 2017) (“Noise Pollution Rules”)
The Noise Pollution Rules govern noise levels in different zones and establish ambient air quality standards for
noise. They also designate zones of silence near sensitive areas. Non-compliance with these rules incurs penalties
as per environmental protection laws. Violation of established noise standards attracts fines of up to ₹1 lakh, with
the possibility of additional daily fines for persistent violations.
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 from the relevant state pollution
control board. Further, the occupier, importer or exporter is liable for damages caused to the environment or third
party resulting from the improper handling and management and disposal of hazardous waste and must pay any
financial penalty that may be levied by the respective state pollution control board.
The Manufacturing, Storage & Import of Hazardous Chemicals Rules, 1989 (the “MSIHC Rules”)
217The MSIHC Rules apply to an industrial activity in which a hazardous chemical, as stipulated in Schedule I of the
MSIHC Rules, is involved, or the isolated storage of a hazardous chemical listed in Schedule II of the MSIHC
Rules. The MSIHC Rules stipulate that an occupier in control of an industrial activity has to take adequate steps
to prevent major accidents and to limit their consequences to persons and the environment. Further, the occupier
is under an obligation to notify the concerned authority on the occurrence of a major accident on the site or pipeline
within 48 hours.
Bio-Medical Waste Management Rules, 2016 (the “BMW Rules”)
The BMW Rules have been made under the EP Act and is applicable to all persons who generate, collect, receive,
store, transport, treat, dispose or handle bio-medical waste in any form. The BMW Rules mandate every occupier
of an institution generating bio-medical waste to take all necessary steps to ensure that such waste is handled
without any adverse effect to human health and environment and inter alia to make a provision within the premises
for a safe, ventilated and secured location for storage of segregated bio-medical waste, pre-treat laboratory waste
and provide training to workers involved in handling bio-medical waste. The BMW Rules further require every
occupier or operator handling bio-medical waste to apply to the prescribed authority for grant of authorization and
submit an annual report to the prescribed authority and also to maintain records related to the generation, collection,
receipt, storage, transportation, treatment, disposal, or any form of handling of bio medical waste in accordance
with the BMW Rules and the guidelines issued thereunder. Section 15 of the EP Act provides that whoever fails to
comply with or contravenes any of the provisions of this Act, or the rules made or orders or directions issued
thereunder, would be punishable with fine or imprisonment or both.
The Public Liability Insurance Act, 1991 (the “PLI Act”) and the Public Liability Insurance Rules, 1991 (the
“PLI Rules”)
The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an
accident involving such hazardous substances. A list of hazardous substances covered by the legislation has been
enumerated by the government by way of a notification. Under the PLI Act, the owner or handler is also required
to take out an insurance policy insuring against liability. The PLI Act also provides for the establishment of the
Environmental Relief Fund, which shall be utilized towards payment of relief granted under the Public Liability
Act. The PLI Rules mandate the employer to contribute a sum equal to the premium paid on the insurance policies
towards the Environmental Relief Fund.
The E-waste Management Rules, 2016 (the “E-waste Rules”)
E-waste means electrical and electronic equipment, whole or in part discarded as waste by the consumer or bulk
consumer as well as rejects from manufacturing, refurbishment and repair processes. The E-waste Rules provide
for different responsibilities of the manufacturer, producer, consumer, bulk consumer, collection centres, dealers,
e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection, storage
and processing of e-waste or electrical and electronic equipment listed in Schedule I of the E-waste Rules. The
State Government is also responsible for earmarking or allocation of industrial space or shed for e-waste
dismantling and recycling in the existing and upcoming industrial park, estate and industrial clusters.
The Chemical Accidents (Emergency Planning, Preparedness, and Response) Rules, 1996 (the “Chemical
Accident Rules”)
The Chemical Accidents Rules formulated pursuant to the provisions of the EP Act, seek to manage the occurrence
of chemical accidents, by inter alia, setting up a central crisis group and a crisis alert system. The functions of the
central crisis group inter alia include, (i) conducting post-accident analysis of major chemical accidents; (ii)
rendering infrastructural help in the event of a chemical accident; and (iii) review district off site emergency plans.
Laws Relating to Taxation
Goods and Service Tax Act, 2017
The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central
Government and State Governments. GST provides for imposition of tax on the supply of goods or services and
will be levied by the Central Government and by the state government including union territories on intra-state
supply of goods or services. Further, Central Government levies GST on the inter-state supply of goods or services.
The GST is enforced through various acts viz. Central Goods and Services Tax Act, 2017 (“CGST”), relevant
218state’s Goods and Services Tax Act, 2017 (“SGST”), Union Territory Goods and Services Tax Act, 2017
(“UTGST”), Integrated Goods and Services Tax Act, 2017 (“IGST”), Goods and Services (Compensation to
States) Act, 2017 and various rules made thereunder.
Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years
The Income-tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic or foreign
whose income is taxable under the provisions of the Income Tax Act or rules made there under depending upon its
“Residential Status” and “Type of Income” involved. The Income Tax Act provides for the taxation of persons
resident in India on global income and persons not resident in India on income received, accruing or arising in
India or deemed to have been received, accrued or arising in India. Every company assessable to income tax under
the Income Tax Act is required to comply with the provisions thereof, including those relating to tax deduction at
source, advance tax, minimum alternative tax, etc. In 2019, the Government has also passed an amendment act
pursuant to which concessional rates of tax are offered to a few domestic companies and new manufacturing
companies.
219HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was incorporated under the Companies Act, 1956 as a private limited company under the name and
style of ‘Cotec Healthcare Private Limited’ pursuant a certificate of incorporation dated December 22, 1998
issued by the Assistant Registrar of Companies, N.C.T. of Delhi and Haryana. Pursuant to an order dated February
7, 2023 passed by the Regional Director, Northern Region, New Delhi, and pursuant to the resolutions passed by
our Board of Directors in its meeting held on October 25, 2022 and by the Shareholders in an extra-ordinary
general meeting held on November 21, 2022, the Registered Office of our Company was shifted from N.C.T. of
Delhi to the state of Uttarakhand. Subsequently, pursuant to resolutions passed by our Board of Directors in its
meeting held on May 19, 2025 and by our Shareholders in the extra-ordinary general meeting held on May 21,
2025, our Company was converted into a public limited company, consequent to which its name was changed to
‘Cotec Healthcare Limited’, and a fresh certificate of incorporation dated July 02, 2025, consequent to such
conversion was issued by the Registrar of Companies, Central Processing Centre.
Change in registered office of our Company
The registered office of our Company at the time of incorporation of our Company was 2/1B, Block D, East Azad
Nagar, Krishna Nagar, Delhi – 110 051, New Delhi, India. The Registered Office of our Company is currently
situated at Kishanpur, Bhagwanpur, NH-74, Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Roorkee – 247
661, Uttarakhand, India. The details of changes made to our Registered Office post incorporation of our Company
are provided below:
Date of change Details of change in registered office Reasons for change
May 15, 2023^ The address of the registered office was changed For achieving administrative
from 2/1B, Block D, East Azad Nagar, Krishna convenience and enhanced control
Nagar, Delhi – 110 051, New Delhi, India to
Kishanpur, Bhagwanpur, NH-74, Roorkee Dehradun
Highway, Bhagwanpur, Haridwar, Roorkee – 247
661, Uttarakhand, India.
^The shifting of registered office of our Company from N.C.T. of Delhi to the state of Uttarakhand was approved by the
Regional Director, Northern Region, New Delhi pursuant to an order dated February 7, 2023.
Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
1. To carry on the business of manufacturers, dealers, developers, traders, stockists, importers and exporters
of all kinds of allopathic, ayurvedic formulations, patent medicines, drugs, chemicals, herbs, herbal products
and other formulation used in pharmaceutical industries.
2. To carry on the business of traders, manufacturers, makers, refiners, processors, formulators, dealers of
medicinal, pharmaceuticals, chemical, immunological, biological, surgical, scientific, therapeutic
preparations, substances and related materials.
3. To carry on the business of manufacturers, dealers, developers, traders, importers and exporters of all kinds
of dietary supplements, cosmetics and body care products.
4. To manufacture, process, design, buy, sell, export or import corrugated boxes, corrugated boards and other
packing materials of all kinds and description connected with or required for any or more of the items and
products mentioned at sub clauses (1), (2) and (3) above.
5. To buy, sell, import, export or otherwise deal in and to act as agent or consultant for machinery, tools,
equipment, apparatus, materials, stores, consumables and any other articles or things as may be required
in connection with the businesses as referred to in sub clauses (1), (2) and (3) above.
The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.
Amendments to our Memorandum of Association for past 10 Years
220The following amendments have been made to the Memorandum of Association of our Company in the ten years
preceding the date of this Draft Red Herring Prospectus:
Sr. No. Date of Nature of amendment
Shareholders’
resolution
1 September 30, Clause V of the MoA was amended to reflect an increase in Authorised Share Capital of our
2019 Company from ₹ 5,000,000 divided into 500,000 Equity Shares of ₹ 10/- each to ₹
10,000,000 divided into 1,000,000 equity shares of ₹ 10/- each.
2 The existing memorandum of association was amended to adopt a new memorandum of
association, by deleting Clause III (C) in its entirety and substituting Clause III (B) with a
new set of objects contained in Clause III (B) under the heading “Matters which are
necessary for furtherance of the objects specified in Clause III (A)”.
3 November 21, The registered office of our Company was shifted from the N.C.T of Delhi to the state of
2022 Uttarakhand and Clause II of the MoA was amended to reflect such change.
4 May 21, 2025 Clause I of the MoA was amended to reflect the change in name of our Company from
“Cotec Healthcare Private Limited” to “Cotec Healthcare Limited”, pursuant to conversion
of our Company from a private limited company to a public limited company.
5 July 14, 2025 Clause V of our MoA was amended to reflect the increase in Authorised Share Capital of
our Company from ₹ 10,000,000 divided into 1,000,000 equity shares of ₹ 10/- each to ₹
1,000,000,000 divided into 100,000,000 equity shares of ₹ 10/- each.
6 August 16, Clause V of our MoA was amended to reflect the sub-division of equity shares of our
2025 Company from face value of ₹ 10/- each to face value of ₹ 5/- each. Consequently, Clause
V of the MoA was amended to reflect the change the Authorised Share Capital of our
Company from ₹ 1,000,000,000 divided into 100,000,000 equity shares of ₹ 10/- each to ₹
1,000,000,000 divided into 200,000,000 Equity Shares of ₹ 5/- each.
^ The shifting of registered office of our Company from N.C.T. of Delhi to the state of Uttarakhand was approved by the
Regional Director, Northern Region, New Delhi pursuant to an order dated February 7, 2023.
Corporate profile of our Company
For details regarding the description of our Company’s activities, services, market, growth, technology,
managerial competence, standing with reference to prominent competitors, launch of key services, entry in new
geographies or exit from existing markets, major distributors and customers, segment, 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 188, 227 and 311, respectively, of this Draft
Red Herring Prospectus.
Major events and milestones
The table below sets forth some of the major events and milestones in the history of our Company:
Year Events
2006 Purchased land admeasuring 3450 square meter in Roorkee for setting up our Manufacturing Facility.
2006 Received a license from Drug Licensing & Controlling Authority, Uttaranchal to manufacture tablets, capsules,
oral liquids and ointments in our Manufacturing Unit.
2007 Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices laid down under Rules 71, 74, 76 and 78 and Revised Schedule “M” of the
Drugs and Cosmetics Rules, 1945.
2008 Executed an agreement with Albert David Limited for manufacture and supply of pharmaceutical or dietary
formulations.
2013 Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, liquid orals and external preparations.
2016 Received a certificate from the Drug Controlling & Licensing Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, oral liquid and ointment (non beta lactum).
Received a certificate from the Drug Controlling & Licensing Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of small volume parenteral, ampoule and eye drops.
Received a certificate from the Drug Controlling & Licensing Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, dry powder and dry powder injection (beta lactum).
2017 Received a certificate from the Drug Licensing & Control Authority, Uttarakhand according approval for setting
221Year Events
up an additional section for manufacturing hormonal tablets in our Manufacturing Facility.
2018 Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, cream, oral liquid and ointment (non beta lactum).
2020 Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of small volume parenteral, ampoule, eye and ear drops.
Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, dry syrups, oral liquid and ointment (non beta lactum).
Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, dry powder for injection, dry powder syrup and dry powder
(cephalosporin).
Received an approval from Drug Controlling & Licensing Authority, Uttarakhand for manufacturing
disinfectant hand sanitizer.
2023 Served a diversified base of over 100 customers across multiple domains.
2024 Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of small volume parenteral, ampoule, eye and ear drops, large volume parenteral and
hormone tablets.
Received a certificate from the Drug Licensing & Controlling Authority, Uttarakhand confirming compliance
with Good Manufacturing Practices as per World Health Organization (WHO) TRS Guidelines, during
manufacturing and testing of tablets, capsules, ointment, dry syrups and oral liquid (non beta lactum).
Key awards, accreditations or recognitions
The table below sets forth some of the key awards received by our Company in its history since its incorporation:
Calendar Awards, Recognitions and Accreditations
Year
2022 Received a certificate confirming compliance with ISO 14001:2015 (Environmental Management System) from
Royal Impact Certification Limited for our Manufacturing Facility
Received a certificate confirming compliance with ISO 45001:2018 (Occupational Health and Safety
Management Systems) from Royal Impact Certification Limited for our Manufacturing Facility
2023 Received a certificate confirming compliance with ISO 9001:2015 (Quality Management Systems) from Royal
Impact Certification Limited for our Manufacturing Facility
Launch of key products or services, entry into new geographies or exit from existing markets,
capacity/facility creation and location of plants
For information on key products or services launched by our Company, entry into new geographies or exit from
existing markets, please see “- Major Events and Milestones” and the section titled “Our Business” on pages 221
and 188, respectively.
Time and Cost Overrun
Our Company has not experienced any significant time and cost overrun in setting up projects.
Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
There have been no delays, defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
in the Company.
Significant financial or strategic partnerships
Our Company does not have any financial or strategic partners as on the date of this Draft Red Herring Prospectus.
Revaluation of assets
Our Company has not revalued its assets since incorporation.
222Our holding company
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Our subsidiary, associate or joint venture
As on the date of this Draft Red Herring Prospectus, our Company has one (1) subsidiary, Rajinder Gyan Memorial
Foundation, and does not have any associate or joint venture.
The details of our Subsidiary, as on the date of the Draft Red Hearing Prospectus are as under:
Rajinder Gyan Memorial Foundation (“RGMF”)
Corporate Information
RGMF was incorporated on July 10, 2024 under Section 8(1) of the Companies Act, 2013. Its corporate
identification number is U86909UT2024NPL017708. It has its registered office at Kishanpur, Bhagwanpur, NH-
74, Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Roorkee – 247 661, Uttarakhand, India.
Nature of business
RGMF is authorised to provide guidance, education and health care to underprivileged public at a nominal cost.
Capital Structure
The details of the authorized, issued, subscribed and paid-up share capital of RGMF have been provided below:
Particulars Aggregate Nominal Value (₹ in million)
Authorised share capital
15,000 equity shares of ₹10 each 0.15
Issued, subscribed and paid-up capital
10,000 equity shares of ₹10 each 0.10
Shareholding
The shareholding pattern of RGMF is as follows:
S. No. Name of Shareholder Number of equity shares of face Percentage of total
value of ₹ 10 each shareholding (%)
1. Cotec Healthcare Limited 6,000 60.00
2. Vandana Tiwari 4,000 40.00
Total 10,000 100.00
There are no accumulated profits or losses of our Subsidiary, not accounted for, by our Company as on date of
this Draft Red Herring Prospectus.
Board of Directors of RGMF as on date of this DRHP
Sr. No. Names of Directors DIN
1. Harsh Tiwari 00161597
2. Vandana Tiwari 09229205
Summary of the financial information
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024* Fiscal 2023*
Equity Share Capital 0.10 - -
Net worth (0.42) - -
Revenue From Operations 0.00 - -
Profit after tax (0.10) - -
223Particulars Fiscal 2025 Fiscal 2024* Fiscal 2023*
Basic EPS and diluted EPS (in ₹) (10.43) - -
Net asset value per share (in ₹) N.A. - -
*Since, RGMF was incorporated on July 10, 2024, the financial statements of Fiscal 2024 and 2023 are not applicable,
and therefore have not been disclosed.
The audited financial statements of RGMF are available at the website of the Company at https://cotec.in/.
Common pursuits
Our Company and our Subsidiary do not have any common pursuits.
Our Subsidiary does not have any conflict of interest between the suppliers of raw materials and third-party service
providers.
Business interest of our Subsidiary in the Company
Except as stated below and in the chapters titled “Our Business” and “Financial Information- Restated
Consolidated Financial Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” on pages
188 and 300, our Subsidiary does not have any business interest in our Company.
Our Company has entered into a rental agreement dated August 12, 2025 with RGMF, for providing our property
situated at Kishanpur, Bhagwanpur, NH-74, Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Roorkee – 247
661, Uttarakhand, India, on a rental basis, for a period of 11 months, on a monthly rent of ₹ 0.002 million.
Other Confirmations
The securities of our Subsidiary are not listed on any stock exchange in India or abroad. Further, neither have any
of the securities of our Subsidiary been refused listing by any stock exchange in India or abroad, nor have our
Subsidiary failed to meet the listing requirements of any stock exchange in India or abroad.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and the Subsidiary and their directors.
There is no conflict of interest between the lessors of the immovable properties (crucial for the operations of the
Company) and the Subsidiary and their directors.
Details regarding material acquisition or disinvestments of business / undertakings, mergers or
amalgamation in the last 10 years.
Our Company has not undertaken any merger, demerger, amalgamation, material acquisitions or divestments of
any business or undertaking in the last ten years.
Lock-out and strikes
There have been no lock-outs or strikes at any time of the offices of our Company.
Guarantees given by our Promoters
Our Promoters have not given any guarantees on behalf of our Company in respect of their Offered Shares, to any
third parties, as on the date of this Draft Red Herring Prospectus.
Strategic and Financial Partners
As on date of this Draft Red Herring Prospectus our Company does not have any strategic and financial partners.
Key terms of other subsisting material agreements
As on the date of this Draft Red Herring Prospectus, our Company has not entered into any subsisting material
agreements including inter-se agreements, agreements with strategic partners, joint venture partners, and/or
224financial partners other than in the ordinary course of the business of our Company or which are otherwise material
and need to be disclosed in this Draft Red Herring Prospectus in context of the Offer.
Details of shareholders’ agreements
Our Company does not have any subsisting shareholders’ agreements among our Shareholder vis-a-vis our
Company.
There are no shareholders and other material agreements, apart from those entered into in the ordinary course of
business carried on or intended to be carried on by us.
Existence of any special rights to Shareholders
None of the Shareholders are entitled to any special rights including but not limited to right to nominate a nominee
director on the board of the Company. Further, subsequent to the listing of Equity Shares of the Company on the
Stock Exchanges, any proposal for vesting of any special right(s) to any of the then existing shareholder(s), shall
be subject to approval of the Shareholders of the Company by way of a special resolution passed in a general
meeting of the Company held post listing of Equity Shares.
The Company confirms that, there are no other agreements and clauses / covenants which are material and which
need to be disclosed and that there are no other clauses / covenants which are adverse / pre-judicial to the interest
of the public shareholders. Further, the Company and its Promoters confirms that there are no other agreements,
deed of assignments, acquisition agreements, inter-se agreements, agreements of like nature, as on date of this
Draft Red Herring Prospectus.
The Company further confirms that as per the Articles of Association (‘AoA’) of the Company as amended from
time to time, there are no articles/provisions in the AoA enabling a person to exercise or be entitled to any special
rights of any nature.
There are no material clauses of our Articles of Association that have been left out from disclosures having bearing
on the Offer or this Draft Red Herring Prospectus and our Articles of Association are inconsonance with the
Companies Act, 2013, SEBI Act and regulations thereunder and meet the requirements as laid down in the law.
Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing
Regulations
There are no agreements entered into by the Shareholders, Promoters, Promoter Group entities, related parties,
Directors, KMPs, Senior Management, employees of our Company or of our Subsidiary, among themselves or
with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management or control of our Company or impose any restriction or
create any liability upon our Company, whether or not our Company is a party to such agreements.
Other confirmations
Neither our Directors nor any other employees of our Company have entered into an agreement, either by
themselves or on behalf of any other person, with any Shareholder or any other third party with regard to
compensation or profit sharing in connection with the dealings of the securities of our Company.
There are no subsisting agreements entered into by our Company pertaining to the primary and secondary
transactions of securities of the Company. Further, our Company does not have any proposed arrangements
pursuant to which it would undertake any material acquisitions or divestments of business/ undertakings, slump
sales, mergers, amalgamation, any revaluation of assets.
There are no other agreements, deeds of assignments, acquisition agreements, shareholders’ agreements, inter-se
agreements, or agreements of like nature executed by the Company. We further confirm that there are no other
agreements/ arrangements and clauses / covenants which are material and which needs to be disclosed or non-
disclosure of which may have bearing on the investment decision.
Except as disclosed in “Financial Information- Restated Consolidated Financial Statements – Note 38: Related
Party Disclosure (As required by Ind AS-24)” on page 300, there are no conflict of interest between the suppliers
225of raw materials and third-party service providers (which are crucial for operations of the Company) and our
Company.
Except as disclosed in “Our Business – Properties”, “Risk Factors – Risk Factor 14 - We do not own certain
premises used by our Company. Disruption of our rights as licensee/ lessee or termination of the agreements with
our licensors/ lessors would adversely impact our operations and, consequently, our business” in the chapter titled
“Risk Factors” and in “Financial Information- Restated Consolidated Financial Statements – Note 38: Related
Party Disclosure (As required by Ind AS-24)” on pages 206, 41 and 300, respectively, of this Draft Red Herring
Prospectus, there are no conflicts of interest between the lessor of the immovable properties, (crucial for operations
of the company) and our Company.
226OUR MANAGEMENT
Board of Directors
The Articles of Association require that our Board shall comprise not less than three (3) Directors and not more
than fifteen (15) Directors. As on the date of filing this Draft Red Herring Prospectus, we have six (6) Directors
on our Board, which includes one (1) Managing Director, two (2) Whole-Time Directors and three (3) Independent
Directors, one of whom is also a woman independent director. Our Company is in compliance with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the
composition of our Board and constitution of committees thereof.
The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:
Name, designation, date of birth, address, occupation, Age Other directorships
current term, period of directorship and DIN (years)
Harsh Tiwari 52 Indian Companies
Designation: Chairman and Managing Director Rajinder Gyan Memorial Foundation
Date of birth: January 12, 1973 Foreign Companies
Nil
Address: 32, Ganeshpur Roorkee, Bhagirathi Kunj,
Roorkee – 247 667, Haridwar, Uttarakhand, India.
Limited Liability Partnerships
Occupation: Business
Cellcure Therapeutics LLP
Current term: For a period of five (05) years with effect
from August 1, 2025 until July 31, 2030.
Period of directorship: Director since October 30, 2012
DIN: 00161597
Niraj Kumar Shukla 44 Indian Companies
Designation: Whole-time Director Nil
Date of birth: July 16, 1981 Foreign Companies
Address: Tehsil Badalapur, Mureedpur, PO: Badalapur Nil
Khurd, Jaunpur - 222 141, Uttar Pradesh, India.
Limited Liability Partnerships
Occupation: Business
Nil
Current term: For a period of five (5) years with effect
from May 19, 2025 until May 18, 2030. He is liable to
retire by rotation.
Period of directorship: Director since May 19, 2025
DIN: 06798807
Ram Nivas Gupta 77 Indian Companies
Designation: Whole-time Director Nil
Date of birth: February 20, 1948 Foreign Companies
Address: House Number – A – 273, F, Sector – 11, Nil
Ghaziabad – 201 009, Uttar Pradesh, India.
Limited Liability Partnerships
227Name, designation, date of birth, address, occupation, Age Other directorships
current term, period of directorship and DIN (years)
Occupation: Business Nil
Current term: For a period of five (5) years with effect
from August 1, 2025 until July 31, 2030. He is liable to
retire by rotation.
Period of directorship: Director since January 4, 2020
DIN: 08660402
Ashoka Kumar Singh 76 Indian Companies
Designation: Independent Director Nil
Date of birth: November 6, 1948 Foreign Companies
Address: E-247, Gaur Homes, Govindpuram, Ghaziabad Nil
– 201 013, Uttar Pradesh, India.
Limited Liability Partnerships
Occupation: Business
Nil
Current term: For a period of five (5) years with effect
from May 21, 2025 until May 20, 2030.
Period of directorship: Director since May 21, 2025
DIN: 11103922
Dinesh Chandra Pandey 69 Indian Companies
Designation: Independent Director Nil
Date of birth: October 25, 1955 Foreign Companies
Address: 3A/125, Azad Nagar, Near Azad Park, Nil
Katarijiyora, Nawab Ganj, Kheora, Kanpur – 208 002,
Uttar Pradesh, India. Limited Liability Partnerships
Nil
Occupation: Professional
Current term: For a period of five (5) years with effect
from August 16, 2025 until August 15, 2030.
Period of directorship: Director since August 16, 2025
DIN: 02114434
Rekha Pant 46 Indian Companies
Designation: Independent Director Nil
Date of birth: August 28, 1979 Foreign Companies
Address: 64A Subash Nagar, Shafipur, Roorkee Nil
Uttarakhand - 247667.
Limited Liability Partnerships
Occupation: Service
Nil
Current term: For a period of five (5) years with effect
from August 16, 2025 until August 15, 2030.
Period of directorship: Director since August 16, 2025
228Name, designation, date of birth, address, occupation, Age Other directorships
current term, period of directorship and DIN (years)
DIN: 11243962
Brief profiles of our Directors
Harsh Tiwari, aged 52 years, is one of the Promoters, Chairman and Managing Director of our Company. He
holds a bachelor’s degree in engineering (chemical) from Bangalore University. He holds an experience of more
than 25 years in the pharmaceutical industry. He oversees and manages the entire operations of our Company, in
particular, strategic planning, business development and operational execution. He has been associated with our
Company since its incorporation and has been serving in his present term since October 30, 2012.
Niraj Kumar Shukla, aged 44 years, is the Whole-time Director of our Company. He holds a bachelor’s degree
in pharmacy from Rajiv Gandhi University of Health Sciences Karnataka. In the past he was associated with
Corona Remedies Private Limited, Pharma Force Lab and Elnova Pharma. He has been associated with our
Company since 2018 in the capacity of a manager – QA and was promoted as senior general manager - operations
in the year 2020. He holds an experience of more than 15 years in the pharmaceutical industry. He is responsible
for overall factory operations of our Company.
Ram Nivas Gupta, aged 77 years, is a Whole-time Director of our Company. He holds an experience of more
than 26 years in the pharmaceutical industry. He supervises the logistics and dispatch operations of our Company.
He has been associated with our Company since 1998.
Ashoka Kumar Singh, aged 76 years, is an Independent Director of our Company. He holds a bachelor’s degree
in pharmacy from Banaras Hindu University. In the past, he was associated with Albert David Limited until his
superannuation and was later appointed as a consultant for production related activities. He holds an experience
of more than 28 years in production operations. He has been associated with our Company since May 21, 2025.
Dinesh Chandra Pandey, aged 69 years, is an Independent Director of our Company. He had attended Kanpur
University to pursue a bachelor’s degree and a master’s degree in commerce. He is a fellowmember of the Institute
of Chartered Accountants of India and a fellow member of Institute of Company Secretaries of India. He also
holds a certificate of practice issued by the Institute of Chartered Accountants of India. He has completed the
educational course in accordance with Rule 5 of the Companies (Registered Valuers and Valuation) Rules, 2017.
In the past, he was associated with Mirza International Limited, SPFL Securities Limited and Praj Private Limited.
He holds an experience of more than 28 years in the field of secretarial and compliance matters, financial
management and consultancy services. He has been associated with our Company since August 16, 2025.
Rekha Pant, aged 46 years, is an Independent Director of our Company. She pursued bachelor’s degree in
science from Maharshi Dayanand University, Rohtak. She also holds a bachelor’s degree in education from
Chaudhary Charan Singh University Meerut. She is presently associated with Gyandeep Public High School
in the capacity of a principal and holds an experience of more than 20 years in the field of education and
administration. She has been associated with our Company since August 16, 2025.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from
being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus,
during the term of their directorship in such company.
None of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock
exchange during the term of their directorship in such company.
Relationships amongst our Directors, Key Managerial Personnel and Senior Management
None of our Directors or Key Managerial Personnel or Senior Management are related to each other.
Arrangement or understanding with major Shareholders, customers, suppliers or others
229None of our Directors have been appointed on our Board pursuant to any arrangement with our major
shareholders, customers, suppliers or others.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.
Borrowing Powers
In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant
to a resolution passed by the Board of Director at its meeting held on July 7, 2025 and by the Shareholders at the
Extra-Ordinary General Meeting held on July 14, 2025 our Company is authorised to borrow any sum or sums of
money from time to time at their discretion for the purpose of the business of our Company, from any one or more
banks, financial institutions, mutual funds and other persons, firms, bodies corporate or by way of loans or credit
facilities (fund based or non-fund based) or by issue of bonds on such terms and conditions and with or without
security as the Board may think fit, which together with the moneys already borrowed by our Company (apart
from the temporary loans obtained from the bankers of our Company in the ordinary course of business) and being
borrowed by our Company at any time shall not exceed in the aggregate at any time ₹ 2,000.00 million irrespective
of the fact that such aggregate amount of borrowings outstanding at any time may exceed the aggregate for the
time being of the paid-up capital of the Company and its free reserves that is to say reserves not set apart for any
specific purpose.
Terms of employment of our Executive Directors
Appointment details of our Managing Director
Harsh Tiwari, Chairman and Managing Director
Pursuant to a resolution passed by the Board of Directors at its meeting held on July 7, 2025, Harsh Tiwari was
appointed as Chairman of the Company. Further, pursuant to a resolution passed by the Board of Directors at its
meeting held on July 15, 2025 and a resolution passed by the Shareholders at the EGM held on July 31, 2025,
Harsh Tiwari was re-appointed as the Managing Director of our Company for a period of five (5) years with effect
from August 1, 2025 until July 31, 2030 and the terms of remuneration, including his salary, allowances and
perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant
provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms of remuneration of
our Managing Director have been summarized below:
Basic Salary Up to ₹ 50.00 million per annum. The Board shall be authorised to determine the amount of
remuneration and the interval or period in which the remuneration shall be paid to the Director.
Perquisites not In addition to the salary, the Managing Director is entitled to the following perquisites and allowances:
forming part of • Contribution to provident fund.
basic salary • Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service
pursuant to the provisions of the Companies Act, 2013 read with the relevant rules made
thereunder.
• Encashment of leave at the end of tenure as per the rules of our Company.
• Perquisites shall be evaluated as per the applicable provisions of the Income Tax Act along with
its relevant rules.
Minimum In the event of loss or inadequacy of profits in any financial year, Harsh Tiwari shall be entitled to
Remuneration receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved by
the Board of Directors and the members, as minimum remuneration.
Appointment details of our Whole-time Directors
Niraj Kumar Shukla, Whole-time Director
Pursuant to a resolution passed by the Board of Directors at its meeting held on May 19, 2025 and a resolution
passed by the Shareholders at the EGM held on May 21, 2025, Niraj Kumar Shukla was appointed as the Whole-
time Director of our Company for a period of five (5) years with effect from May 19, 2025 until May 18, 2030
and the terms of remuneration, including his salary, allowances and perquisites were approved in accordance
with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013
230read with the rules prescribed thereunder. The terms of remuneration of our Whole-time Director have been
summarized below:
Basic Salary Up to ₹ 2.80 million per annum. The Board shall be authorised to determine the amount of remuneration
and the interval or period in which the remuneration shall be paid to the Director.
The remuneration payable to Niraj Kumar Shukla, in any Fiscal, shall not exceed five (5) per cent of
the net profits of our Company and the overall remuneration payable to all Executive Directors
including the Whole-time Director, in any Fiscal, shall not exceed ten (10) per cent of our net profits.
In any Fiscal, during the tenure of the Director, if our Company has no profits or its profits are
inadequate, then the Director will be paid in accordance with the provisions of Schedule V of the Act.
Perquisites In addition to the salary received, the Whole-time Director is entitled to the following perquisites and
not forming allowances:
part of basic • Our Company’s contribution to provident fund and superannuation fund or annuity fund to the
salary extent these either singly or put together are not taxable under Income-tax Act, 1961 and pursuant
to the provisions of the Companies Act, 2013 read with the relevant rules made thereunder.
• Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service
pursuant to the provisions of the Companies Act, 2013 read with the relevant rules made thereunder.
• Encashment of leave at the end of tenure as per the rules of our Company.
• Perquisites shall be evaluated as per the applicable provisions of the Income Tax Act along with its
relevant rules.
Minimum In the event of loss or inadequacy of profits in any financial year, Niraj Kumar Shukla shall be entitled
Remuneration to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved
by the Board of Directors and the members, as minimum remuneration.
Ram Nivas Gupta, Whole-time Director
Pursuant to a resolution passed by the Board of Directors at its meeting held on January 4, 2020 and a resolution
passed by the Shareholders at the AGM held on December 30, 2020, Ram Nivas Gupta was appointed as the
Executive Director of our Company. Pursuant to a resolution passed by the Board of Directors at its meeting
held on July 15, 2025 and a special resolution passed by the Shareholders at the EGM held on July 31, 2025,
Ram Nivas Gupta was designated as the Whole-time Director of our Company for a period of five (5) years
with effect from August 1, 2025 until July 31, 2030, and the terms of remuneration, including his salary,
allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule
V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The
terms of remuneration of our Whole-time Director have been summarized below:
Basic Salary The remuneration is up to ₹ 0.78 million per annum. The Board shall be authorised to
determine the amount of remuneration and the interval or period in which the remuneration
shall be paid to the Director.
The remuneration payable to Ram Nivas Gupta, in any financial year, shall not exceed five (5)
per cent of the net profits of the Company and the overall remuneration payable to all
Executive Directors, in any financial year, shall not exceed ten (10) per cent of the net profits
of the Company. In any financial year, during the tenure of Ram Nivas Gupta, if our Company
has no profits or its profits are inadequate, then Ram Nivas Gupta will be paid in accordance
with the provisions of Schedule V of the Act.
Perquisites not In addition to the salary received, the Whole-time Director is entitled to the following
forming part of basic perquisites and allowances:
salary • Contribution to provident fund.
• Gratuity payable at a rate not exceeding half a month’s salary for each completed year of
service pursuant to the provisions of the Companies Act, 2013 read with the relevant rules
made thereunder.
• Encashment of leave at the end of tenure as per the rules of our Company.
• Perquisites shall be evaluated as per the applicable provisions of the Income Tax Act along
with its relevant rules.
Minimum In the event of loss or inadequacy of profits in any financial year, Ram Nivas Gupta shall be
Remuneration entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling
limits as approved by the Board of Directors and the members, as minimum remuneration.
Sitting fees and commission to Independent Directors
Pursuant to resolutions passed by our Board of Directors at its meetings held on May 19, 2025, our Independent
231Directors are entitled to receive a sitting fee of upto ₹ 0.05 million for attending each meeting of our Board, upto
₹ 0.02 million for attending each meeting of the committees of our Board.
Our Company has not entered into any contract appointing or fixing the remuneration of a Director in the two
years preceding the date of this Draft Red Herring Prospectus.
Payments or benefits to our Directors
a) Executive Directors
The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and
perquisites, professional fee, consultancy fee, if any) paid to our Executive Directors for Fiscal 2025:
(₹ in million)
Sr. Name of the Executive Remuneration Commission Consultancy Sitting Total
No. Directors Fee Fee Compensation
1. H arsh Tiwari 33.00 Nil Nil Nil 33.00
2. N iraj Kumar Shukla^ N.A. N.A. N.A. N.A. N.A.
3. R am Nivas Gupta 0.04 0.00 0.00 0.00 0.04
^Pursuant to a resolution passed by the Board of Directors at its meeting held on May 19, 2025 and a resolution passed by the Shareholders
at the EGM held on May 21, 2025, Niraj Kumar Shukla was appointed as the Whole-time Director of our Company, w.e.f. May 19, 2025.
Accordingly, during the Fiscal 2025, he has not received remuneration from our Company as Whole-time Director.
b) Independent Directors
All the Independent Directors were appointed in Fiscal 2026, therefore, they were not eligible for payment
of sitting fees by our Company in Fiscal 2025.
Remuneration paid or payable to our Directors from our Subsidiary
None of our Directors have been paid any remuneration or sitting fees from our Subsidiary, including contingent
or deferred compensation accrued during Fiscal 2025.
Contingent and deferred compensation payable to the Directors
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to
the Directors, which does not form part of their remuneration.
Bonus or profit-sharing plan for our Directors
Our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have
participated.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of filing of
this Draft Red Herring Prospectus:
Name No. of Equity Shares of face Percentage of the pre- Percentage of the post-
value of ₹ 5 each Offer paid up share Offer paid up share
capital (%) capital (%)*
Harsh Tiwari 84,191,946 73.72% [•]
* Subject to finalisation of Basis of Allotment.
Shareholding of Directors in our Subsidiary
As on date of this Draft Red Herring Prospectus, none of the Directors of our Company hold any Equity Shares
in our Subsidiary.
232Interest of Directors
Our Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as
a Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration
paid to our see “Payments or benefits to our Directors” above. Further, Vandana Tiwari, the spouse of our
Chairman and Managing Director was previously associated with us in the capacity of an executive director and
head of regulatory affairs, and later resigned from the said positions on July 3, 2024 and December 31, 2024,
respectively. Our Chairman and Managing Director may be deemed to be interested in the remuneration paid to
her and any reimbursement of expenses incurred by her during the aforementioned period in the said capacity.
Our Directors shall be deemed to be interested to the extent of remuneration paid to their relatives and
reimbursement of expenses, if any, payable to them for the services rendered by them in the aforementioned
capacity, to our Company. For further details, in relation to the remuneration paid to the relatives of our Directors,
please refer to the section titled “Financial Information- Restated Consolidated Financial Statements – Note 38:
Related Party Disclosure (As required by Ind AS-24)” on page 300 of this Draft Red Herring Prospectus.
Except as disclosed in “Restated Consolidated Financial Statements” and “Financial Indebtedness” on page 255
and 340, respectively in this Draft Red Herring Prospectus, our Directors and their relatives (i) have not extended
any personal guarantees; (ii) have not provided their personal properties, for securing the repayment of the bank
loans obtained by our Company; (iii) are not co-borrowers in certain loans availed by our Company; and (iv) have
not advanced unsecured loans to our Company.
Our Company has purchased or leased certain properties from our Directors and their relatives. Our Directors
shall be deemed to be interested towards the consideration or rent paid by our Company towards such properties.
The details of the properties have been provided below:
a) Our Company had entered into an agreement for sale dated June 24, 2025 with our Promoters, Harsh Tiwari
and Vandana Tiwari for purchase of land parcels situated at Khasra numbers 444 Mi, 433 Gh, 433 K and 433
Kh, village Kishanpur Jamalpur Mustahkam, Pargana Bhagwanpur, Roorkee – 247 667, Haridwar,
Uttarakhand, India. In accordance with the agreement for sale an amount of ₹ 65.00 million was fixed as
consideration payable towards the sale, out of which an amount of ₹ 30.00 million was paid by our Company
as advance and the balance amount of ₹ 35.00 million will be paid at the time of registration of sale deed. Our
Promoters, Harsh Tiwari and Vandana Tiwari shall be deemed to be interested in the purchase of the said
properties by our Company. We have also executed a lease agreement dated April 18, 2025 with our
Promoters, in respect of the said property.
b) Our Company has entered into the lease agreements with our Directors and their relatives for leasing certain
properties for its business operations. For details of the properties, please refer to “Our Business – Properties”
on page 206.
For risks relating to the same, please see “Risk Factors – Risk Factor 14 - We do not own certain premises used
by our Company. Disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/
lessors would adversely impact our operations and, consequently, our business” and “Risk Factor 31 - Our
Company has acquired the land on which the proposed manufacturing unit is to be set up from our Promoters,
who may be deemed to be interested in the said acquisition” in the chapter titled “Risk Factors” on pages 41 and
51 of this Draft Red Herring Prospectus.
For further details, please refer to the chapter titled “Financial Information- Restated Consolidated Financial
Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” on page 300 of this Draft Red Herring
Prospectus.
Except as disclosed above, our Directors do not have any interest in any property acquired by our Company in the
three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company.
Further, our Directors may be also directors on the board, or are shareholders, trustees, proprietors, kartas,
members or partners, of entities with which our Company has had transactions and may be deemed to be interested
to the extent of the payments made by our Company, or services provided by our Company, if any, to these
entities. Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the
entities in which they are associated as promoters, directors, partners, proprietors or trustees or kartas or
233coparceners or held by their relatives 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
this Offer. Except as disclosed in “Restated Consolidated Financial Statements” and “Our Promoters and
Promoter Group” beginning on page 255 and 248, respectively of this Draft Red Herring Prospectus, our Directors
are not interested in any other company, entity or firm.
Except as disclosed in “Financial Information- Restated Consolidated Financial Statements – Note 38: Related
Party Disclosure (As required by Ind AS-24)” on page 300 of this Draft Red Herring Prospectus, there is no
conflict of interest between our Directors and the suppliers of raw materials and third-party service providers,
which are crucial for the operations of our Company. Except as stated in this DRHP, there is no conflict of interest
between our Directors and lessors of the immovable properties, which are crucial for the operations of our
Company.
Except as stated in “Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party
Disclosure (As required by Ind AS-24)” on page 300 of this Draft Red Herring Prospectus, our Directors do not
have any other interest in the business of our Company.
Other confirmations
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 any
of our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.
Further, none of our Directors have been identified 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 Reserve Bank of India.
None of our Directors has been declared a Fugitive Economic Offenders.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our Directors in the last three years:
Name Designation (at the time of Date of appointment / Reason
appointment / change in change in designation /
designation / cessation) cessation
Dinesh Chandra Pandey Independent Director August 16, 2025 Appointed as Independent
Director
Rekha Pant Independent Director August 16, 2025 Appointed as Independent
Director
Ram Nivas Gupta Executive Director August 1, 2025 Change in designation from
Executive Director to Whole-time
Director
Satish Rangnath Kulkarni Independent Director July 31, 2025 Resignation due to certain
unavoidable personal situation.
Independent Director May 21, 2025 Appointed as Independent
Director
Ashok Kumar Singh Independent Director May 21, 2025 Appointed as Independent
Director
Niraj Kumar Shukla Additional Director* and May 19, 2025 Appointed as Additional Director
Whole-time Director and Whole-time Director
Vandana Tiwari Executive Director July 3, 2024 Resignation on account of pre-
occupation
*The appointment of the Directors was regularised by the Shareholders at the EGM held on May 21, 2025.
234Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable provisions for corporate
governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those
pertaining to the constitution of the Board and committees thereof.
Committees of our Board
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations and the
Companies Act, 2013:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee; and
(d) Corporate Social Responsibility Committee.
For purposes of the Offer, our Board has also constituted an IPO Committee on May 19, 2025.
Details of each of these committees are as follows:
Audit Committee
The Audit Committee was constituted by a resolution of our Board of Directors passed at its meeting held on
August 18, 2025. It is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI
Listing Regulations. The current constitution of the Audit committee is as follows:
Name of the Director Designation in the Nature of Directorship
Committee
Dinesh Chandra Pandey Chairperson Independent Director
Ashoka Kumar Singh Member Independent Director
Harsh Tiwari Member Chairman and Managing Director
The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:
A. Powers of Audit Committee
The Audit Committee shall have powers, including the following:
a) to investigate any activity within its terms of reference;
b) to seek information from any employee;
c) to obtain outside legal or other professional advice; and
d) to secure attendance of outsiders with relevant expertise, if it considers necessary.
B. Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible;
(2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment
of auditors of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
235(4) formulation of a policy on related party transactions, which shall include materiality of related party
transactions;
(5) examining and reviewing, with the management, the annual financial statements and auditor's report
thereon 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; and
g. Modified opinion(s) in the draft audit report.
(6) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
(7) reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than
those stated in the Offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the board of directors of the Company to take up steps in this matter;
(8) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
(9) approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the
conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act, 2013.
(10) scrutiny of inter-corporate loans and investments;
(11) valuation of undertakings or assets of the Company, wherever it is necessary;
(12) evaluation of internal financial controls and risk management systems;
(13) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
(14) 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;
(15) discussion with internal auditors of any significant findings and follow up there on;
(16) 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
236(17) 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;
(18) looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(19) reviewing the functioning of the whistle blower mechanism;
(20) monitoring the end use of funds raised through public offers and related matters;
(21) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to
report genuine concerns in appropriate and exceptional cases;
(22) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;
(23) reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding ₹ 1,000,000,000 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;
(24) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;
(25) approving the key performance indicators for disclosure in the offer documents; and
(26) carrying out any other functions required to be carried out by the Audit Committee as contained in the
SEBI Listing Regulations, Companies Act, 2013, uniform listing agreements and/or any other applicable
law, as and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the chief internal auditor;
5. Statement of deviations in terms of the SEBI Listing Regulations:
a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s)where the Equity Shares are proposed to be listed in terms of the SEBI Listing
Regulations; and
b. annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice in terms of the SEBI Listing Regulations.
6. review the financial statements, in particular, the investments made by any unlisted subsidiary; and
7. Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
The Company Secretary of our Company shall serve as the secretary of the Audit Committee.
The Audit Committee is required to meet at least four times in a financial year under Regulation 18(2)(a) of the
SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third
237of the members of the audit committee, whichever is greater, with at least two independent directors
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by a resolution of our Board of Directors passed
in its meeting held on August 18, 2025. The Nomination and Remuneration Committee is in compliance with
Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current constitution
of the Nomination and Remuneration Committee is as follows:
Name of the Director Designation in the Nature of Directorship
Committee
Ashoka Kumar Singh Chairperson Independent Director
Dinesh Chandra Pandey Member Independent Director
Rekha Pant Member Independent Director
Harsh Tiwari Member Chairman and Managing Director
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as
follows:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors of the Company a policy relating to the remuneration of the
directors, key managerial personnel and other employees (“Remuneration Policy”);
• For appointment of an independent directors, evaluation of the balance of skills, knowledge and experience
on the Board and on the basis of such evaluation, preparation of 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 Nomination and Remuneration Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
• Formulation of criteria for evaluation of independent directors and the Board;
• Devising a policy on Board diversity;
• 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 and
carrying out evaluation of every director’s performance (including independent director);
• 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;
• Recommend to the board, all remuneration, in whatever form, payable to senior management;
• The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure
that-
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
c. remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate to
the working of the Company and its goals.
• perform such functions as are required to be performed by the compensation committee under the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as
238amended, including the following:
a. administering the employee stock option plans of the Company, as may be required;
b. determining the eligibility of employees to participate under the employee stock option plans of the
Company;
c. granting options to eligible employees and determining the date of grant;
d. determining the number of options to be granted to an employee;
e. determining the exercise price under the employee stock option plans of the Company; and
f. construing and interpreting the employee stock option plans of the Company and any agreements
defining the rights and obligations of the Company and eligible employees under the employee stock
option plans of the Company, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the employee stock option plans of the Company.
g. the conditions under which option may vest in employee and may lapse in case of termination of
employment for misconduct;
h. the exercise period within which the employee should exercise the option and that option would lapse
on failure to exercise the option within the exercise period;
i. the specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;
j. the right of an employee to exercise all the options vested in him at one time or at various points of
time within the exercise period;
k. re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;
l. the grant, vest and exercise of option in case of employees who are on long leave;
m. allow exercise of unvested options on such terms and conditions as it may deem fit;
n. the procedure for cashless exercise of options;
o. forfeiture/ cancellation of options granted;
p. formulating and implementing the procedure for making a fair and reasonable adjustment to the
number of options and to the exercise price in case of corporate actions such as rights issues, bonus
issues, merger, sale of division and others. In this regard following shall be taken into consideration:
• the number and the price of stock option shall be adjusted in a manner such that total value of
the option to the employee remains the same after the corporate action;
• for this purpose, follow global best practices in this area including the procedures followed by
the derivative markets in India and abroad may be considered; and
• the vesting period and the life of the option shall be left unaltered as far as possible to protect
the rights of the employee who is granted such option.
• To make available its terms of reference and review annually those terms of reference and their own
effectiveness and recommend any necessary changes to the Board.
• The committee is authorised by the Board to:
(a) investigate any activity within its terms of reference;
(b) seek any information from any employee of the Company or any associate or subsidiary, joint venture
Company in order to perform its duties and all employees are directed by the Board to co-operate with
any request made by the Committee; and
(c) call any director or other employee to be present at a meeting of the Committee as and when required.
(d) If the Committee considers it necessary so to do it is authorised to obtain appropriate external advice
including but not limited to legal and professional advice to assist it in the performance of its duties and
to secure the services of outsiders with relevant experience and expertise and to invite those persons to
attend at meetings of the Committee. The cost of obtaining any advice or services shall be paid by the
Company within the limits as authorised by the Board.
• frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
239b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees,
as applicable.
• carrying out any other activities as may be delegated by the Board and other functions required to be carried
out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI
Listing Regulations or any other applicable law, as and when amended from time to time.
The Nomination and Remuneration Committee is required to meet at least once in a financial year under
Regulation 19(3A) of the SEBI Listing Regulations.
The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of
the members of the committee, whichever is greater, including at least one independent director.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board of Directors passed at its
meeting held on August 18, 2025. The Stakeholders’ Relationship Committee is in compliance with Section 178
of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the
Stakeholders’ Relationship Committee is as follows:
Name of the Director Designation in the Nature of Directorship
Committee
Dinesh Chandra Pandey Chairperson Independent Director
Harsh Tiwari Member Chairman and Managing Director
Niraj Kumar Shukla Member Whole-time Director
The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the
SEBI Listing Regulations. Its terms of reference are as follows:
• considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders
• resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
• formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests
received from shareholders from time to time;
• giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures
or any other securities;
• issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
• review of measures taken for effective exercise of voting rights by shareholders;
• review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar & share transfer agent;
• to dematerialize or rematerialize the issued shares;
• review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company; and
• carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to
time.
The Stakeholders’ Relationship Committee is required to meet at least once in a financial year under Regulation
20(3A) of the SEBI Listing Regulations.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was reconstituted by a resolution passed by our Board at its
meeting held on August 18, 2025. The composition and terms of reference are in compliance with Section 135
and other applicable provisions of the Companies Act 2013. The CSR Committee currently comprises of:
240Sr. No. Name of Director Designation Committee Designation
1. Ram Nivas Gupta Whole-time Director Chairperson
2. Harsh Tiwari Chairman and Managing Director Member
3. Rekha Pant Independent Director Member
Terms of Reference
The Corporate Social Responsibility Committee be and is hereby authorized to perform the following
functions:
(1) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Companies Act;
(2) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (1)
and amount to be incurred for such expenditure shall be as per the applicable law;
(3) review and monitor the corporate social responsibility policy of the Company and its implementation from
time to time and timely completion of corporate social responsibility programmes; and
(4) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of
the Board or as may be directed by the Board from time to time and/or as may be required under applicable
law, as and when amended from time to time.
IPO Committee
The IPO Committee was constituted by a resolution of our Board of Directors passed at its meeting held on May
19, 2025. The current constitution of the IPO Committee is as follows:
Name of the Director Designation in the Nature of Directorship
Committee
Harsh Tiwari Chairperson Chairman and Managing Director
Niraj Kumar Shukla Member Whole-time Director
Ashoka Kumar Singh Member Independent Director
The terms of reference of the IPO Committee of our Company are as per the applicable rules, and have been set
out below:
a. To make applications to, seek clarifications, obtain approvals, and seek exemptions from, if necessary, SEBI,
Reserve Bank of India, or to any other statutory or governmental authorities in connection with the Offer as
may be required and accept on behalf of the Board such conditions and modifications as may be prescribed
or imposed by any of them while granting such approvals, permissions and sanctions as may be required;
b. To approve and file the DRHP with SEBI, the RHP and Prospectus with the RoC and thereafter with SEBI
and the Stock Exchanges and the preliminary and final international wrap (including amending, varying,
supplementing or modifying the same, or providing any notices, addenda, or corrigenda thereto, together
with any summaries thereof as may be considered desirable or expedient) in relation to the Offer as finalised
by the Company, therein;
c. To decide in consultation with the book running lead manager(s) (“BRLM”) on the timing, pricing and all
the terms and conditions of the Offer, including the price band, Offer price, Offer size, reservation, discount,
and to accept any amendments, modifications, variations or alterations thereto;
d. To appoint and enter into arrangements with the BRLM, underwriters to the Offer, syndicate members to the
Offer, brokers to the Offer, escrow collection bankers to the Offer, sponsor banks to the Offer, registrars,
legal counsel(s), advertising agency and any other agencies or persons or intermediaries to the Offer and to
negotiate and finalise the terms of their appointment;
e. To take on record the approval of the selling shareholder(s) for offering their Equity Shares in the Offer for
Sale;
241f. To authorize the maintenance of a register of holders of the Equity Shares;
g. To negotiate, finalise and settle and to execute where applicable and deliver or arrange the delivery of the
DRHP, RHP, the Prospectus, the abridged prospectus, the preliminary international wrap and final
international wraps, Offer agreement, share escrow agreement, syndicate agreement, underwriting
agreement, cash escrow and sponsor bank agreement, agreements with the registrar and the advertising
agency, bid-cum-application forms, confirmation of allotment notes, and all other documents, deeds,
agreements and instruments and any notices, supplements and corrigenda thereto, as may be required or
desirable in relation to the Offer;
h. To open with the bankers to the Offer such accounts as may be required by the regulations issued by SEBI;
i. To seek, if required, the consent of the lenders to the Company and its subsidiaries (if any), parties with
whom the Company has entered into various commercial and other agreements, and any other consents that
may be required in relation to the Offer;
j. To open and operate bank accounts in terms of the cash escrow and sponsor bank agreement with a scheduled
bank to receive applications along with application monies, handling refunds and for the purposes set out in
Section 40(3) of the Companies Act, 2013, as amended, in respect of the Offer, and to authorise one or more
officers of the Company to execute all documents/deeds as may be necessary in this regard;
k. To approve any corporate governance requirements that may be considered necessary or as may be required
under the applicable laws or the uniform listing agreement to be entered into by the Company with the
relevant stock exchanges;
l. To authorize and approve, the incurring of expenditure and payment of fees, commission, remuneration and
expenses in connection with the Offer;
m. To determine and finalise the bid opening and bid closing dates (including bid opening and bid closing dates
for anchor investors), the floor price/price band for the Offer (including anchor investor offer price),
reservation, discount, approve the basis of allotment and confirm allocation/allotment of the Equity Shares
to various categories of persons as disclosed in the DRHP, the RHP and the Prospectus, in consultation with
the BRLM and do all such acts and things as may be necessary and expedient for, and incidental and ancillary
to the Offer including any alteration, addition or making any variation in relation to the Offer;
n. To finalise and issue allotment letters/confirmation of allotment notes with power to authorise one or more
officers of the Company to sign all or any of the aforestated documents;
o. To authorize and approve notices, advertisements in relation to the Offer in consultation with the relevant
intermediaries appointed for the Offer;
p. To do all such acts, deeds, matters and things and execute all such other documents, etc., deem necessary or
desirable for such purpose, including without limitation, finalise the basis of allocation and to allot the shares
to the successful allottees as permissible in law, issue of share certificates in accordance with the relevant
rules;
q. To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign
agreements and/or such other documents as may be required with the National Securities Depository
Limited, the Central Depository Services (India) limited and such other agencies, authorities or bodies as
may be required in this connection;
r. To withdraw the DRHP, RHP and the Offer at any stage, in accordance with applicable laws and in
consultation with the BRLM, if deemed necessary.
s. To negotiate, finalise, sign, execute, deliver and complete any and all notices, offer documents (including
DRHP, RHP, Prospectus, and abridged prospectus) agreements, letters, applications, bid-cum-application
forms, other documents, papers or instruments (including any amendments, changes, variations, alterations
or modifications thereto or termination thereof) on behalf of the selling shareholder (as maybe applicable),
as the case may be, in relation to the Offer.
242t. To make applications (both in-principle and final applications) for listing of the Equity Shares in one or more
stock exchange(s) and to execute and to deliver or arrange the delivery of necessary documentation to the
concerned stock exchange(s);
u. To settle all questions, difficulties or doubts that may arise in regard to such issues or allotment and matters
incidental thereto as it may deem fit and to delegate such of its powers as may be deemed necessary to the
officials of the Company; and
v. To authorize and empower officers of the Company (each, an “Authorized Officer”), for and on behalf of
the Company, to execute and deliver, on a several basis, any declarations, affidavits, certificates, consents,
agreements and arrangements as well as amendments or supplements thereto as may be required from time
to time or that the Authorized Officers consider necessary, appropriate or advisable, in connection with the
IPO, including, without limitation, engagement letter(s), memoranda of understanding, the listing
agreements, the registrar’s agreement, the depositories agreements, the offer agreement with the BRLM (and
other entities as appropriate), the underwriting agreement, the syndicate agreement, the escrow agreement
and confirmation of allocation notes, with the BRLM, syndicate members, bankers to the IPO, registrar to
the IPO, bankers to the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors,
legal counsel(s), depositories, trustees, custodians, advertising agencies, and all such persons or agencies as
may be involved in or concerned with the Offer, if any and to do or cause to be done any and all such acts
or things that the IPO Committee or the Authorized Officer may deem necessary, appropriate or desirable in
order to carry out the purpose and intent of the foregoing resolutions for the Offer and any such agreements
or documents so executed and delivered and acts and things done by any such Authorized Officer shall be
conclusive evidence of the authority of the Authorized Officer and the Company in so doing.
Management organization chart
Key Managerial Personnel
In addition to the Managing Director and Whole-time Directors of our Company, whose details are provided in
“– Brief profiles of our Directors” on page 229, the details of our other Key Managerial Personnel as on the date
of this Draft Red Herring Prospectus are as set forth below:
243Naveen Bist, aged 38 years, is the Chief Financial Officer of our Company. He holds a bachelor’s degree in
commerce from the University of Delhi. He is an associate member of the Institute of Chartered Accountants of
India. In the past, he was associated with PNB Housing Finance Limited, Shriram Veritech Solutions Private
Limited, Biodeal Pharmaceuticals Private Limited, Quick Commodities Private Limited, Windlass Steelcrafts
LLP, and Deki Electronics Limited. He holds experience of more than 12 years in the field of accounts and finance.
He has been associated with our Company since August 12, 2025, and oversees our finance and accounts division.
He has not received any remuneration during the Fiscal 2025.
Jyoti Sachdeva, aged 34 years, is the Company Secretary and Compliance Officer of our Company. She holds a
bachelor’s degree in commerce from Chaudhary Charan Singh University. She had attended Chaudhary Charan
Singh University to pursue a master’s degree in commerce. She is an associate member of the Institute of Company
Secretaries of India. Previously, she was associated with Paramount Propbuild Private Limited, VKC Nuts Private
Limited, J.P. Engineers Private Limited, East Buildtech Limited and Goodluck Defence & Aerospace Limited.
She holds an experience of about 8 years in secretarial and compliance matters. She has been working with our
Company since February 24, 2025 and looks after secretarial and compliance matters of our Company. She has
received remuneration of ₹ 0.08 million during the Fiscal 2025.
Senior Management
The details of our Senior Management as on the date of this Draft Red Herring Prospectus are as set forth below:
Himanshu Bansal, aged 52 years, is the Vice President – Operations of our Company. He holds a bachelor’s
degree in pharmacy from Chaudhary Charan Singh University Meerut and has also completed a diploma course
in pharmacy from Board of Technical Education, U.P. He has been working with our Company since July 1, 2025.
In the past he was associated with Maxcure Nutravedics Limited, J.K. Drugs & Pharmaceutical Limited,
Wockhardt Limited, Dr. Reddy’s Laboratories Limited, Windlas Biotech Limited, Shreya Life Sciences Private
Limited, Ipca Laboratories Limited, Surya Pharmaceuticals Limited, Anphar Organics Private Limited, Malik Life
Sciences Private Limited, Skymap Pharmaceuticals Private Limited and RRG Biotech Private Limited. He has
more than 20 years of experience in operations management. He heads the overall operations of our Company.
He has not received remuneration during the Fiscal 2025.
Shashikanth Narayana Rao, aged 61 years, is the Vice President Finance of our Company. He holds a bachelor’s
degree in commerce from University of Mysore. He is an associate members of the Institute of Chartered
Accountants of India. In the past, he was associated with Sterlite Industries (India) Limited, Mittal Steel Holding
AG, Stokes Forgings Limited and MMBS Consultants Private Limited. He was previously associated with our
Company in the capacity of a consultant, and was designated as the Vice President - Finance of our Company
with effect from August 1, 2025. He holds an experience of more than 20 years in the field of financial
management. He supervises the financial and accounting operations of our Company. He has not received
remuneration during the Fiscal 2025.
Dhananjay Kumar, aged 55 years, is the Vice President – Sales of our Company. He holds a bachelor’s degree
in science from Kurukshetra University. In the past, he has worked with Zee Laboratories Limited. He has been
working with our Company since March 10, 2025. He has more than 13 years of experience in sales. He heads
the marketing and sales functions of our Company. He has received remuneration of ₹ 0.13 million during the
Fiscal 2025.
Sharad Kumar Awasthi, aged 55 years, is the Associate Vice President - Quality Assurance (AVP – QA) of our
Company. He holds a bachelor’s degree in science from Gurukul Kangri University. He also attended Gurukul
Kangri University to pursue a post graduate degree in commercial methods of chemical analysis. In the past, he
has worked with Akums Drugs & Pharmaceuticals Limited, Dalas Biotech Limited, Max India Limited and
Zuventus Healthcare Limited. He has been working with our Company since April 9, 2024. He has more than 26
years of experience in research and development and quality control in the pharmaceutical industry. He heads the
quality assurance and quality control departments of our Company. He has received remuneration of ₹ 1.57 million
during the Fiscal 2025.
Prabhat Kumar Bisareya, aged 59 years, is the General Manager – Human Resources of our Company. He holds
a bachelor’s degree in laws from Kanpur University and a post-graduate diploma in industrial relations and
personnel management from Board of Technical Education, U.P. In the past, he has worked with Mirza
International Limited. He has been working with our Company since April 1, 2025. He has more than 33 years of
244experience in human resource management. He is responsible for human resource management of our Company.
He has not received remuneration during the Fiscal 2025.
Lokesh Kumar, aged 42 years, is the Deputy General Manager (DGM) – R&D of our Company. He holds a
bachelor’s degree in pharmacy from Kurukshetra University and a master’s degree in pharmacy in pharmaceutics
from Uttar Pradesh Technical University. He also holds a master’s degree in business administration
(pharmaceutical management) from Janardan Rai Nagar Rajasthan Vidyapeeth University. He holds a doctorate
in philosophy from Bhagwant University. In the past, he has associated with Windlas Biotech Limited, Mankind
Pharma Limited, Akums Drugs and Pharmaceuticals Limited, Simpex Pharma Private Limited, Tirupati Wellness
Private Limited and Skynokem Pharmaceutical Private Limited. He holds an experience of more than 15 years in
the formulation research and development. He has been associated with our Company since August 11, 2025. He
oversees the formulation development and manufacturing operations of our Company. He has not received
remuneration during the Fiscal 2025.
All the Key Managerial Personnel and Senior Management are permanent employees of our Company.
Relationships among our Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel or Senior Management are related to each other.
Arrangements or understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Further, our Company does not have any Key Managerial Personnel or members of our Senior Management or
other person nominated by any Shareholder or any other person.
We confirm that as on date of this Draft Red Herring Prospectus, there is no conflict of interest between the
suppliers of raw materials and third-party service providers (crucial for operations of our Company) and our Key
Managerial Personnel and Senior Management.
Changes in the Key Managerial Personnel and Senior Management in last three years
Except as mentioned below and under “-Changes to our Board in the last three years”, there have been no changes
in the Key Managerial Personnel and Senior Management in the last three years:
Name Designation Date of change Reason
Naveen Bist Chief Financial Officer August 12, 2025 Appointment
Lokesh Kumar Deputy General Manager (DGM) August 11, 2025 Appointment
– R&D
Shashikanth Narayana Rao Vice President Finance August 1, 2025 Appointment
Himanshu Bansal Vice President – Operations July 1, 2025 Appointment
Maharishi Gaur Chief Financial Officer June 19, 2025 Resignation
May 18, 2025 Appointment
Prabhat Kumar Bisareya General Manager- Human April 1, 2025 Appointment
Recourses
Dhananjay Kumar Vice President – Sales March 10, 2025 Appointment
Jyoti Sachdeva Company Secretary February 24, 2025 Appointment
Sharad Kumar Awasthi Associate Vice President - April 9, 2024 Appointment
Quality
For details in relation to the rate of attrition of our employees during the preceding three fiscals, please refer to
“Risk Factors – Risk Factor 36 - We depend on our Senior Management, Key Managerial Personnel and persons
with technical expertise, and if we are unable to recruit and retain qualified and skilled personnel, our business
and our ability to operate or grow our business may be adversely affected” on page 53 of this Draft Red Herring
Prospectus.
Service Contracts with Key Managerial Personnel and Senior Management
245Our Key Managerial Personnel and Senior Management have not entered into any service contracts with our
Company which include termination or retirement benefits. Except statutory benefits upon termination of their
employment in our Company or superannuation, none of the Key Managerial Personnel and Senior Management
are entitled to any benefit upon termination of employment or superannuation.
Shareholding of the Key Managerial Personnel or Senior Management
Except as disclosed below and in “- Shareholding of Directors in our Company” on page 232 of this Draft Red
Herring Prospectus, none of our other Key Managerial Personnel and Senior Management hold any Equity Shares
in our Company:
Name No. of Equity Shares of face Percentage of the pre- Percentage of the post-
value of ₹ 5 each Offer paid up share Offer paid up share
capital (%) capital (%)*
Shashikanth Naryana Rao 2,220 Negligible [•]
* Subject to finalisation of Basis of Allotment.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which
accrued to our Key Managerial Personnel and Senior Management for Fiscal 2025, which does not form part of
their remuneration for such period. Further, there are no benefits in kind granted or accrued to the Key Managerial
Personnel and Senior Management on an individual basis, by our Company for services offered in all capacities.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
Our Company does not have a profit-sharing plan for our Key Managerial Personnel and Senior Management.
Interest of Key Managerial Personnel and Senior Management
The Key Managerial Personnel and Senior Management do not have any interest in our Company other than (i)
as stated in “Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party
Disclosure (As required by Ind AS-24)” on page 300; and (ii) to the extent of the remuneration or benefits to
which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them in
the ordinary course of business.
The Key Managerial Personnel and Senior Management may also be deemed to be interested to the extent of any
dividend payable to them and other distributions in respect of Equity Shares held by them in our Company, if any.
Except as disclosed in this Draft Red Herring Prospectus, none of the Key Managerial Personnel or Senior
Management have been paid any consideration of any nature from our Company on whose rolls they are
employed, other than their remuneration provided in the ordinary course of business.
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company (non-salary
related)
Except as disclosed in this Draft Red Herring Prospectus, no non-salary related amount or benefit has been paid
or given within the two years preceding the date of the Draft Red Herring Prospectus or is intended to be paid
or given to any officer of the Company, including our Directors, Key Managerial Personnel and Senior
Management.
Loans taken by Directors / Key Management Personnel and Senior Management
As on date of this Draft Red Herring Prospectus, our Company has not granted loans to the Directors, Key
Managerial Personnel and Senior Management.
246Employees’ Stock Option Plan
As on date of this Draft Red Herring Prospectus, our Company does not have any employee stock option plan or
purchase schemes for our employees.
247OUR PROMOTERS AND PROMOTER GROUP
Promoters
Harsh Tiwari and Vandana Tiwari are the Promoters of our Company. The details of the shareholding of our
Promoters of our Company, as on date of this Draft Red Herring Prospectus has been provided below:
S. No. Name of the Promoter Number of Equity Shares of face Percentage (%) of pre-Offer
value of ₹ 5 each held issued, subscribed and paid-up
capital
1. Harsh Tiwari 84,191,946 73.72
2. Vandana Tiwari 27,833,250 24.37
Total 112,025,196 98.09
For details, please see “Capital Structure – Build-up of Promoters’ shareholding, Minimum Promoters’
Contribution and lock-in – Build-up of the Equity Shareholding of our Promoters in our Company” on page 90.
Details of our Promoters are as follows:
Harsh Tiwari
Harsh Tiwari, aged 52 years, is the Promoter, Chairman and Managing Director of
our Company. He resides at 32, Ganeshpur Roorkee, Bhagirathi Kunj, Roorkee,
Haridwar – 247 667, Uttarakhand, India.
For complete profile of Harsh Tiwari, along with details of his date of birth,
educational qualifications, professional experience, position / posts held in the past,
directorships held, and business and financial activities, other directorships, other
ventures and special achievements, please see section titled “Our Management –
Brief biographies of Directors” on page 229.
The Permanent Account Number of Harsh Tiwari is ACUPT9384J.
As on date of this Draft Red Herring Prospectus, Harsh Tiwari holds 84,191,946
Equity Shares of face value ₹ 5 each, representing 73.72% of the issued, subscribed
and paid-up equity share capital of our Company, on a fully diluted basis.
Vandana Tiwari
Vandana Tiwari, aged 49 years, is one of the Promoters of our Company. She resides
at Ganeshpur Roorkee, Bhagirathi Kunj, Roorkee, Haridwar – 247 667,
Uttarakhand, India.
The date of birth of Vandana Tiwari is October 16, 1975.
She holds a bachelor’s degree in science from University of Delhi and a master’s
degree in science (bio-technology) from Maharaja Sayajirao University of Baroda.
She also holds a degree in doctor of philosophy from Jawaharlal Nehru University.
She is a designated partner of Cellcure Therapeutics LLP and a director on the board
of our Subsidiary, Rajinder Gyan Memorial Foundation. She holds an experience of
over 11 years in the field of microbiology operations. She was associated with our
Company since 2014 and was appointed as an executive director of our Company
with effect from July 8, 2021 and held the office until July 3, 2024.
For details of other ventures of our Promoter, please refer to “- Promoter Group”
on page 251 of this Draft Red Herring Prospectus.
The Permanent Account Number of Vandana Tiwari is ADBPT8380Q.
As on date of this Draft Red Herring Prospectus, Vandana Tiwari holds 27,833,250
Equity Shares of face value ₹ 5 each, representing 24.37% of the issued, subscribed
and paid-up equity share capital of our Company, on a fully diluted basis.
248Our Company confirms that the permanent account numbers, bank account numbers, Aadhar card numbers,
passport numbers and driving license numbers, as available, of our Promoters have been submitted to the Stock
Exchanges at the time of filing of the Draft Red Herring Prospectus.
Change in control of our Company
There has not been any change in the management or control of our Company during the last five years preceding
the date of this Draft Red Herring Prospectus. Pursuant to a resolution passed by the Board of Directors in its
meeting held on May 19, 2025, Harsh Tiwari and Vandana Tiwari have been identified as Promoters. Accordingly,
our Company has two Promoters as on the date of this Draft Red Herring Prospectus.
Interests of Promoters
(a) Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) their
shareholding in our Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect
of their shareholding in our Company. For further details, see “Summary of Offer Document – Aggregate pre-
Offer Shareholding of our Promoters and the members of our Promoter Group” beginning on page 25.
Additionally, our Promoters may be interested in transactions entered into by our Company with other entities
(i) in which our Promoters hold shares, or (ii) in which our Promoters are partners or designated partners or
directors; or (iii) which are controlled by our Promoters. For further details of interest of our Promoters in our
Company, see “Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party
Disclosure (As required by Ind AS-24)” on page 300.
(b) Harsh Tiwari is interested in our Company in the capacity of a Chairman and Managing Director, and our
Promoter, Vandana Tiwari was previously associated with us in the capacity of an executive director, and later
resigned on July 3, 2024. She was also associated with our Company in the capacity of head of regulatory
affairs with effect from July 4, 2024 until December 31, 2024. Our Promoters may be deemed to be interested
in the remuneration payable to them and the reimbursement of expenses incurred by them in the said capacity.
For further details, see “Our Management” on page 227. For further details of interest of our Promoters in our
Company, see “Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party
Disclosure (As required by Ind AS-24)” on page 300.
(c) Except as disclosed in “Financial Information” and “Financial Indebtedness” on page 255 and 340,
respectively in this Draft Red Herring Prospectus, our Promoters have (i) have not extended any personal
guarantees; (ii) have not provided their personal properties, for securing the repayment of the bank loans
obtained by our Company; (iii) are not co-borrowers in certain loans availed by our Company; and (iv) have
not advanced unsecured loans to our Company.
(d) No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters
are interested, in cash or shares or otherwise by any person, either to induce them to become or to qualify
them, as a director or promoter or otherwise for services rendered by the Promoters, or by such firm or
company, in connection with the promotion or formation of our Company.
(e) Our Promoters may be deemed to be interested in the contracts, agreements/arrangements or any other related
party transactions entered into or to be entered into by our Company with any company which is promoted by
them or in which they are members or in which they hold directorships or any partnership firm in which they
are partners in the ordinary course of business, including for purchase/sale of goods and/or services. For further
details, please see “Related Party Transactions” on page 339 of this Draft Red Herring Prospectus.
(f) Further, our Promoters are, kartas, proprietors, members or partners of entities with which our Company have
had related party transactions and may be deemed to be interested to the extent of the payments made by our
Company, if any, to these entities. For further details of interest of our Promoters in our Company, see
“Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party Disclosure (As
required by Ind AS-24)” on page 300 of this Draft Red Herring Prospectus.
Interest in property, land, construction of building and supply of machinery
Except as disclosed below and in “Interests of Promoters” and “Our Business – Property” on page 249 and 206,
respectively, of this Draft Red Herring Prospectus, our Promoters have no interest in any property acquired,
249whether direct or indirect, by our Company, during the three years preceding the date of this Draft Red Herring
Prospectus or proposed to be acquired by our Company, or in the transactions for acquisition of land, construction
of building or supply of machinery:
a) Our Company had entered into an agreement for sale dated June 24, 2025 with our Promoters, Harsh Tiwari
and Vandana Tiwari for purchase of land parcels situated at Khasra numbers 444 Mi, 433 Gh, 433 K and 433
Kh, village Kishanpur Jamalpur Mustahkam, Pargana Bhagwanpur, Roorkee – 247 667, Haridwar,
Uttarakhand, India. In accordance with the agreement for sale an amount of ₹ 65.00 million was fixed as
consideration payable towards the sale, out of which an amount of ₹ 30.00 million was paid by our Company
as advance and the balance amount of ₹ 35.00 million will be paid at the time of registration of sale deed. Our
Promoters, Harsh Tiwari and Vandana Tiwari shall be deemed to be interested in the purchase of the said
properties by our Company. We have also executed a lease agreement dated April 18, 2025 with our
Promoters, in respect of the said property.
b) Our Company has entered into the following agreements with our Promoters for leasing certain properties for
its business operations. For details of the properties, please refer to “Our Business – Properties” on page 206.
For risks relating to the same, please see “Risk Factors – Risk Factor 14 - We do not own certain premises used
by our Company. Disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/
lessors would adversely impact our operations and, consequently, our business” and “Risk Factor 31 - Our
Company has acquired the land on which the proposed manufacturing unit is to be set up from our Promoters,
who may be deemed to be interested in the said acquisition” in the chapter titled “Risk Factors” on pages 41 and
51 of this Draft Red Herring Prospectus.
For further details, please see “Summary of Offer Document – Summary of related party transactions” on page
28.
Payment or benefits to Promoters or Promoter Group
Except as disclosed in “Restated Consolidated Financial Statements” and “Financial Indebtedness” on page 255
and 340, respectively in this Draft Red Herring Prospectus, the members of our Promoter Group (i) have not
extended any personal guarantees; (ii) have not provided their personal properties, for securing the repayment of
the bank loans obtained by our Company; (iii) are not co-borrowers in certain loans availed by our Company; and
(iv) have not advanced unsecured loans to our Company.
Rizon, one of the members of our Promoter Group, is a supplier of raw material to our Company. For further details,
please see “Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party
Disclosure (As required by Ind AS-24)” and “Risk Factors – 46 - We have in past entered into related party
transactions and we may continue to do so in the future” on pages 300 and 57.
The members of our Promoter Group, namely, Harsh Tiwari HUF, Ananya Tiwari and Suhriday Tiwari are
interested in our Company to the extent of (i) their shareholding in our Company; (ii) the dividends payable
thereon; and (iii) any other distributions in respect of their shareholding in our Company. For further details, see
“Summary of Offer Document – Aggregate pre-Offer Shareholding of our Promoters and the members of our
Promoter Group” beginning on page 25.
Except as disclosed above and as stated in “Financial Information- Restated Consolidated Financial Statements
– Note 38: Related Party Disclosure (As required by Ind AS-24)” on page 300, there has been no payment or
benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years
preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our
Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus.
Companies or firms with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves from any company or firm in the three years immediately
preceding the date of this Draft Red Herring Prospectus.
Experience of the Promoters in the business of our Company
250Our Promoters have adequate experience in the industry in which our Company conducts its business. For details
of experience of our Promoters in the industry in which our Company conducts its business, please refer to the
chapter titled “Our Management” beginning on page 227 of this Draft Red Herring Prospectus.
Material guarantees
Except as disclosed in the chapter titled “Financial Indebtedness”, on page 340, as on the date of this Draft Red
Herring Prospectus, our Promoters have not given any material guarantee to any third party with respect to the
Equity Shares.
Conflict of Interest
Except as disclosed in “Financial Information- Restated Consolidated Financial Statements – Note 38: Related
Party Disclosure (As required by Ind AS-24)” on page 300, there are no conflicts of interest between our
Promoters or members of our Promoter Group and the suppliers of raw materials and third-party service providers
(which are crucial for the operations of our Company).
Other confirmations
Our Promoters and members of our Promoter Group have not been declared 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 Reserve Bank of India.
Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic
Offenders Act, 2018.
Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing the
capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by
SEBI or any other securities market regulator or any other authority, court or tribunal inside and outside India.
Our Promoters are not and have not been a promoter or director of any other company which is debarred from
accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.
PROMOTER GROUP
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of the Promoter Group
Relationship with our Promoters
S. No. Name of member of our Promoter Group
Harsh Tiwari
1. Vandana Tiwari Spo use
2. Sunaina Kaushik Sister
3. Shefali Tiwari Rawat Sister
4. Suhriday Tiwari Son
5. Ananya Tiwari Daughter
6. Laxmi Tewari Spouse’s Mother
7. Rakesh Tiwari Spouse’s Brother
Vandana Tiwari
1. Harsh Tiwari Spouse
2. Laxmi Tewari Mother
3. Rakesh Tiwari Brother
4. Suhriday Tiwari Son
5. Ananya Tiwari Daughter
6. Sunaina Kaushik Spouse’s Sister
251Relationship with our Promoters
S. No. Name of member of our Promoter Group
7. Shefali Tiwari Rawat Spouse’s Sister
Bodies corporates, partnership firms forming part of the Promoter Group
S. No. Name of entities
1. Harsh Tiwari HUF
2. R K Tiwari HUF
3. Cellcure Therapeutics LLP
4. Rajinder Gyan Memorial Foundation
5. Rizon (sole proprietorship)
252OUR GROUP COMPANIES
In accordance with the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of
identification of ‘group companies’, our Company has considered (i) such companies (other than a subsidiary)
with which there were related party transactions during the period for which Restated Consolidated Financial
Statements has been disclosed in this Draft Red Herring Prospectus, as covered under the applicable accounting
standards; and (ii) any other companies which are considered material by our Board.
Accordingly, for (i) above, all such companies (other than a subsidiary) with which there were related party
transactions during the periods covered in the Restated Consolidated Financial Statements, as covered under the
applicable accounting standards, shall be considered as Group Companies in terms of the SEBI ICDR Regulations.
Further, in respect of point (ii) above, our Board has in its meeting held on September 4, 2025 passed a resolution
to consider such companies as “material” if such company is a member of the ‘Promoter Group’ of our Company
in terms of Regulation 2(1)(pp) of SEBI ICDR Regulations; and our Company has entered into one or more
transactions with such company during the last completed Fiscal for which Restated Consolidated Financial
Statements are being included, which individually or cumulatively in value exceeds ten (10) per cent of the
consolidated Revenue from Operations of our Company for the last completed Fiscal as per the Restated
Consolidated Financial Statements.
Based on the parameters outlined above, our Company does not have any group companies as on the date of this
Draft Red Herring Prospectus.
253DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and
approved by the Shareholders of our Company, at their discretion, subject to the provisions of the Articles of
Association and the applicable laws including the Companies Act, 2013 read with the rules notified thereunder,
each as amended, together with the applicable rules issued thereunder.
The dividend payable, if any, will depend on a number of internal and external factors, including but not limited
to profits earned or distributable surplus during the Fiscal, accumulated reserves including retained earnings, cash
flows, debt repayment schedules, if any, and external factors including, but not limited to the macro-economic
environment, regulatory changes and technological changes. For details in relation to risks involved in this regard,
please refer to “Risk Factor No. 57 - Our ability to pay dividends in the future may be affected by any material
adverse effect on our future earnings, financial condition or cash flows” on page 62 of this Draft Red Herring
Prospectus. Our Board shall recommend or declare dividend as per the provisions of the Companies Act, 2013
and any other applicable laws. Interim dividend shall be paid on declaration of the same by our Board and the
final dividend will be paid on the approval of shareholders at a general meeting. Our Company has adopted a
formal policy on dividend declaration pursuant to resolution of board of directors dated August 14, 2025. In
accordance with our dividend policy, our Board shall recommend and declare dividend as per the provisions of
Companies Act, 2013. Interim dividend shall be paid on declaration of the same by our Board and the final
dividend will be paid on the approval of shareholders at a general meeting.
While the Company endeavours to pay dividend in any Fiscal subject to sufficiency of stand-alone profits
available for distribution of dividend in the relevant year and the said payout shall be subject to applicable taxes
as per relevant regulations. However, the Board reserves the right to recommend a higher or a lower dividend
based on the performance of that year and after taking into consideration other factors enumerated above.
254SECTION VII – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL STATEMENTS
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255INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION
The Board of Directors
Cotec Healthcare Limited
Kishanpur, Bhagwanpur, NH-74,
Roorkee Dehradun Highway, Haridwar,
Roorkee – 247 661, Uttarakhand, India
Dear Sirs,
1. We Rajendar K. Kumar & Associates, Chartered Accountants (“we” or “us”) have examined the
attached Restated Consolidated Financial Information of Cotec Healthcare Limited (the
“Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries together
referred to as the “Group”), comprising 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), the
Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement
of Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the
Summary of Material Accounting Policies and Other Explanatory Notes (collectively, the
“Restated Consolidated Financial Information”), as approved by the Board of Directors of the
Company at their meeting held on 2nd September 2025 for the purpose of inclusion in the Draft
Red Herring Prospectus (“DRHP”) prepared by the Company in connection with its proposed
Initial Public Offer of equity shares (“Proposed IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).
2. The Company’s Board of Directors is responsible for the preparation of the Restated
Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with
Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange
of India Limited where the equity shares of the Company are proposed to be listed (“Stock
Exchanges”) and the Registrar of Companies, Uttarakhand, situated at Nainital (“RoC”) in
connection with the Proposed IPO. The Restated Consolidated Financial Information have
been prepared on the basis of the audited consolidated financial statements of the Company
for the years ended March 31, 2025, March 31, 2024, and March 31, 2023, which have been
approved by the Board of Directors. The Restated Consolidated Financial Information have
been extracted and prepared from those audited consolidated financial statements, as adjusted
for the differences in the accounting principles adopted by the Company and the accounting
principles required for the purposes of inclusion in the DRHP.
The responsibility of respective Board of Directors of the companies included in the Group
includes designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Consolidated Financial Information. The
respective board of directors are also responsible for identifying and ensuring that the Company
complies with the Act, ICDR Regulations and the Guidance Note.
2563. We have examined such Restated Consolidated Financial Information taking into
consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated 1st July 2025 in connection with the Proposed IPO of
equity shares of the Company;
b) The Guidance Note- The Guidance Note also requires that we comply with the
requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was
performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with
the Proposed IPO.
4. These Restated Consolidated Financial Information have been compiled by the management
from audited financial statements of the Group as at and for the years ended March 31, 2025,
March 31, 2024, and March 31, 2023, prepared in accordance with Indian Accounting
Standards as specified under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in
India, which have been approved by the Board of Directors at their meetings held on 19th June
2025, 12th August 2024, 21st August 2023, on the standalone financial statements of the Group
as at and for the years ended March 31, 2025, March 31, 2024, and March 31, 2023,
respectively
5. For the purpose of our examination, we have relied on:.
a) Auditor’s report issued by us dated19th June 2025, 12th August 2024, 21st August 2023,
on the standalone financial statements of the Group as at and for the years ended March
31, 2025, March 31, 2024, and March 31, 2023, respectively as referred in Paragraph 4
above.
6. Based on our examination and according to the information and explanations given to us, we
report that the Restated Consolidated Financial Information:
a) 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, 2025, March 31, 2024, and March 31, 2023,
b) does not contain any qualifications requiring adjustments.
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. 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 and statement of changes in equity of the Group as of any
date or for any period subsequent to March 31, 2025.
8. The Restated Consolidated Financial Information do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the consolidated financial
statements and audited consolidated financial statements mentioned in paragraph 4 above.
9. This report should not in any way be construed as a reissuance or re-dating of any of the
previous audit reports issued by us, nor should this report be construed as a new opinion on
any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
25711. Our report is intended solely for use of the Board of Directors for inclusion in the RHP and
Prospectus to be filed with SEBI, BSE Limited and National Stock Exchange of India Limited,
and Registrar of Companies, Uttarakhand, situated at Dehradun, in connection with the
Proposed IPO. 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 in writing.
For Rajendar K. Kumar & Associates
Chartered Accountants
FRN: 010142C
Rajendar Kumar
Proprietor
Membership No 071803
UDIN : 25071803BMKRWM8560
Place: Ghaziabad
Date: 2nd September 2025
258Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(Amount in Rupees Million unless otherwise stated)
Note As at As at As at
Particulars
No. 31st March, 2025 31st March, 2024 31st March, 2023
ASSETS
Non - Current Assets
(a) Property, Plant and Equipments 2 4 45.36 2 91.14 1 97.71
(b) Right of Use Assets 3 - 0 .87 1 .74
(c) Capital work in progress 4 1 8.83 1 1.11 2 3.37
(d) Financial Assets
(i) Other Financial Assets 5 2 5.05 1 5.89 1 1.16
Total Non-current Assets 4 89.24 3 19.01 2 33.98
Current Assets
(a) Inventories 6 2 38.52 1 63.85 1 40.67
(b) Financial Assets
(i) Investments 7 4 .24 - -
(ii) Trade Receivables 8 5 25.67 3 19.19 2 35.83
(iii) Cash and Cash Equivalents 9 0 .75 0 .15 0 .08
(iv) Bank Balances other than (iii) above 9A 7 2.21 9 6.53 3 5.62
(v) Other Financial Assets 10 3 .98 4 .47 2 .44
(c) Current Tax Asset (Net) 11 - 1 .18 1 .06
(d) Other Current Assets 12 3 1.68 5 3.88 3 6.77
Total Current Assets 877.05 639.25 452.47
TOTAL ASSETS 1,366.29 958.26 686.45
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital 13 5.14 5.14 5.14
(b) Other Equity 14 5 84.59 3 83.85 2 78.29
Total Equity 5 89.73 3 88.99 2 83.43
Non Controlling Interest 14 - - -
LIABILITIES
Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 15 6 5.77 4 4.83 3 8.94
(ii) Lease Liabilities 16 - - 1 .26
(b) Provisions 17 4 .33 3 .20 3 .10
(c) Deferred Tax Liabilites (Net) 18 2 1.17 1 6.26 1 3.71
Total Non - Current Liabilities 91.27 64.29 57.01
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 1 94.95 1 10.02 7 3.46
(ii) Trade Payables 20
-Total outstanding dues of micro and small enterprises 3 0.29 2 5.95 2 2.00
-Total outstanding dues of creditors other than micro and small enterprises
4 16.12 3 29.45 2 07.52
(iii) Lease Liabilities 21 - 1 .26 1 .04
(iv) Other Financial Liabilities 22 1 4.27 1 0.57 5 .77
(b) Provisions 23 0 .91 0 .91 0 .91
(c) Current Tax Liabilities (Net) 11 1 0.55 - -
(d) Other Current Liabilities 24 1 8.20 2 6.82 3 5.31
Total Current Liabilities 6 85.29 5 04.98 3 46.01
TOTAL EQUITY & LIABILITIES 1,366.29 958.26 686.45
Material Accounting Policies 1
The accompanying notes form an integral part of these restated consolidated financial information.
As per our Report of even date For and on behalf of Board of Directors
For Rajendar K. Kumar & Associates Cotec Healthcare Limited
Chartered Accountants
Firm Registration No. 010142C
R.K Kumar Ashoka Kumar Singh Harsh Tiwari
Proprietor Director Managing Director
Membership No. 071803 DIN: 11103922 DIN: 00161597
Place: Ghaziabad Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025 Date : 02-09-2025
Jyoti Sachdeva Naveen Bist
Company Secretary Chief Financial Officer
Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
259Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(Amount in Rupees Million unless otherwise stated)
Note For the year ended F o r the year ended F o r the year ended
Particulars
No. 31st March, 2025 31st March, 2024 31st March, 2023
I Revenue from operations 25 1 ,922.36 1 ,379.96 824.23
II Other incomes 26 6.35 4.40 2.36
III Total income (I + II) 1 ,928.71 1 ,384.36 8 26.59
IV Expenses
Cost of materials consumed 27 1 ,166.07 9 14.60 5 61.88
Changes in inventories 28 (5.54) (14.16) (24.87)
Employee benefit expenses 29 1 73.40 1 22.94 7 3.84
Finance cost 30 2 1.33 1 3.20 1 0.31
Depreciation and amortization expense 31 3 1.17 2 2.23 1 7.76
Other expenses 32 274.01 185.39 118.24
Total expenses 1,660.44 1,244.20 757.16
V Restated Profit/(Loss) before tax (III-IV) 2 68.27 1 40.16 6 9.43
VI Tax expense 43
Current tax 63.58 33.34 20.07
Deferred tax 4 .69 2 .22 (0.96)
VII Restated Profit / (Loss) for the year (V-VI) 2 00.00 1 04.60 5 0.32
VIII Restated Other Comprehensive Income
Items that will not be reclassified to profit and Loss
(i) Remeasurement of net defined benefit obligation 0 .93 1 .28 0 .44
(ii) Income Tax related to above item 0 .23 0 .32 0 .11
Restated Total other Comprehensive Income 0 .70 0 .96 0 .33
Restated Other Comprehensive Income attributed to:
(a) Owner 0 .70 0 .96 0 .33
(b) Non controlling interest - - -
0 .70 0 .96 0 .33
IX Restated Total Comprehensive Income for the year (VII+VIII) 200.70 105.56 50.65
Restated Profit / (Loss) attributed to:
(a) Owner 2 00.04 1 04.60 50.32
(b) Non controlling interest (0.04) - -
Profit Carried to Balance Sheet 200.00 104.60 50.32
Restated Total Comprehensive Income attributed to:
(a) Owner 2 00.74 1 05.56 5 0.65
(b) Non controlling interest ( 0.04) - -
X Earnings per equity share of ₹5/- each 33
Basic (in ₹) 1 .75 0 .92 0 .44
Diluted (in ₹) 1 .75 0 .92 0 .44
The accompanying notes form an integral part of these restated consolidated financial information.
As per our Report of even date For and on behalf of Board of Directors
For Rajendar K. Kumar & Associates Cotec Healthcare Limited
Chartered Accountants
Firm Registration No. 010142C
R.K Kumar Ashoka Kumar Singh Harsh Tiwari
Proprietor Director Managing Director
Membership No. 071803 DIN: 11103922 DIN: 00161597
Place: Ghaziabad Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025 Date : 02-09-2025
Jyoti Sachdeva Naveen Bist
Company Secretary Chief Financial Officer
Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
260Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount in Rupees Million unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars
on 31st March, 2025 on 31st March, 2024 on 31st March, 2023
A Cash Inflow / (Outflow) from Operating Activities
Net Profit Before Tax 268.27 140.16 67.88
Adjustment for:
Depreciation and amortization expense 3 1.17 22.23 17.76
Interest income (4.83) (3.06) (0.56)
Lease income (1.28) (1.14) (0.44)
Finance cost 21.33 13.20 10.31
Fair valuation of invesments in mutual fund (0.24) - -
Foreign exchange fluctuation - (0.20) (0.44)
Operating cash flow before working capital changes 314.42 171.19 94.51
Adjustment for working capital changes:
(Increase)/Decrease in trade receivables (206.48) ( 83.16) 36.16
(Increase)/Decrease in inventories (74.67) ( 23.18) ( 33.46)
(Increase)/Decrease in other financial assets 14.64 ( 67.79) ( 21.19)
(Increase)/Decrease in other current assets 22.23 ( 17.11) ( 22.82)
Increase / (Decrease) in trade payables 91.01 1 25.88 31.13
Increase / (Decrease) in other financial liabilities 4.07 4.80 (0.71)
Increase / (Decrease) in other current liabilities (7.27) (7.09) 4.83
Cash generated from/(used in) operations 157.95 103.54 88.45
Income tax paid (net) (51.84) ( 33.47) ( 20.03)
Net Cash Inflow / (Outflow) from Operating Activities (A) 106.11 70.07 68.42
B Cash Inflow/(Outflow) from Investing Activities
(192.24) (102.53) ( 43.77)
Sale/(Purchase) of property, plant and equipment including CWIP (net)
Lease income 1.28 1.14 0.56
Purchase of investments (4.00) - -
Interest Received 5.84 3.18 -
Net Cash Inflow / (Outflow) from Investing Activities (B) ( 189.12) ( 98.21) ( 43.21)
C Cash Inflow / (Outflow) from Financing Activities
Proceeds/(repayment) of borrowings (net) 1 05.87 4 2.45 ( 14.82)
Interest Paid (20.95) ( 13.04) (9.54)
Payment of Lease Liability (1.31) (1.20) (1.08)
Net Cash Inflow / (Outflow) from Financing Activities (C) 8 3.61 2 8.21 ( 25.44)
Net Changes in Cash and Cash Equivalents (A+B+C) 0.60 0.07 (0.24)
Cash and Cash Equivalents (Opening Balance) 0 .15 0 .08 0 .31
Cash and Cash Equivalents (Closing Balance) 0 .75 0 .15 0.08
Notes :
1) Cash and Cash equivalents includes :-
Cash on hand 0 .74 0 .15 0 .08
Balance with bank (Current Account) 0 .01 - -
0 .75 0 .15 0 .08
(1) The above restated Consolidated cash flow statement has been prepared under the indirect method set out in Ind AS 7 - Statement of Cash Flows
(2) The accompanying notes form an integral part of these restated consolidated financial information.
As per our Report of even date For and on behalf of Board of Directors
For Rajendar K. Kumar & Associates Cotec Healthcare Limited
Chartered Accountants
Firm Registration No. 010142C
R.K Kumar
Proprietor Ashoka Kumar Singh Harsh Tiwari
Membership No. 071803 Director Managing Director
Place: Ghaziabad DIN: 11103922 DIN: 00161597
Date : 02-09-2025 Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
Jyoti Sachdeva Naveen Bist
Company Secretary Chief Financial Officer
Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
261Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amount in Rupees Million unless otherwise stated)
a. Equity Share Capital
Particulars Amount
Balance as on 01st April, 2022 5.14
Add: Issued during the year -
Balance as on 31st March, 2023 5 .14
Add: Issued during the year -
Balance as on 31st March, 2024 5 .14
Add: Issued during the year -
Balance as on 31st March, 2025 5 .14
b. Other Equity
Particulars Securities Retained Earnings Total Other Equity Non Controlling
Premium Interest
Restated balance As at 01st April, 2022 16.07 211.57 227.64 -
Profit for the year - 50.32 50.32 -
Other Comprehensive income for the year (net of tax) - 0.33 0.33 -
As at 31st March, 2023 16.07 262.22 2 78.29 -
Profit for the year - 1 04.60 104.60 -
Other Comprehensive income for the year (net of tax) - 0 .96 0 .96 -
As at 31st March 2024 16.07 367.78 3 83.85 -
Addition During the year - - - 0.04
Profit for the year - 2 00.04 200.04 (0.04)
Other Comprehensive income for the year (net of tax) - 0 .70 0 .70 -
As at 31st March 2025 16.07 568.52 5 84.59 -
The accompanying notes form an integral part of these restated consolidated financial information.
As per our Report of even date For and on behalf of Board of Directors
For Rajendar K. Kumar & Associates Cotec Healthcare Limited
Chartered Accountants
Firm Registration No. 010142C
R.K Kumar
Proprietor Ashoka Kumar Singh Harsh Tiwari
Membership No. 071803 Director Managing Director
Place: Ghaziabad DIN: 11103922 DIN: 00161597
Date : 02-09-2025 Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
Jyoti Sachdeva Naveen Bist
Company Secretary Chief Financial Officer
Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
262263264265266267268269270271272273274275Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 3: Right of Use Assets
Description of Assets ROU Total
I. Gross Carrying Amount
Balance as at 01 April 2022 2 .61 2.61
Addition - -
Deletion - -
Balance as at 31 March 2023* 2 .61 2.61
Addition - -
Deletion - -
Balance as at 31 March 2024 2 .61 2.61
Addition - -
Deletion - -
Balance as at 31 March 2025 2 .61 2.61
II. amortization
Balance as at 01 April 2022 - -
amortization for the year 0.87 0.87
amortization on disposal of asset
Balance as at 01 April 2023 0 .87 0.87
amortization for the year 0.87 0.87
amortization on disposal of asset - -
Balance as at 31 March 2024 1 .74 1.74
amortization for the year 0.87 0.87
amortization on disposal of asset - -
Balance as at 31 March 2025 2.61 2.61
III. Net Carrying amount (I-II)
As at 31 March 2025 - -
As at 31 March 2024 0 .87 0.87
As at 31 March 2023 1 .74 1.74
As at 01 April 2022 2 .61 2.61
* Transition impact on Ind AS 116.
276Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 4:Capital Work in Progress
As at As at As at
Particulars 31st March 2025 31st March 2024 31st March 2023
Opening Capital Work in Progress 11.11 23.37 -
Addition During the Year 18.83 11.11 23.37
Deletion/Transfer During the Year 11.11 23.37 -
Closing Capital Work in Progress 1 8.83 11.11 23.37
Ageing Schedule of Capital Work in Progress as at 31st March 2025
Particulars < 1 years 1-2 years 2-3 Years > 3 Years Total
Project in process
Building under Construction 7.93 - - - 7.93
Plant and Machinery 10.90 - - - 1 0.90
Ageing Schedule of Capital Work in Progress as at 31st March 2024
Particulars < 1 years 1-2 years 2-3 Years > 3 Years Total
Project in process
Building under Construction 5.06 - - - 5.06
Plant and Machinery 6.05 - - - 6.05
Ageing Schedule of Capital Work in Progress as at 01st April 2023
Particulars < 1 years 1-2 years 2-3 Years > 3 Years Total
Project in process
Building under Construction 3.50 - - - 3.50
Plant and Machinery 19.87 - - - 1 9.87
277Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 5: Other Financial Assets
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Security deposit
-Electricity 4.03 3.05 2.36
-Tender 18.43 12.77 8.77
-Other 0.19 0.07 0.03
Bank deposits with remaining maturity of more than 12 months* 2.40 - -
Total 2 5.05 1 5.89 11.16
*refer footnote to note 9A.
Note 6: Inventories
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
(Valued at lower of cost and net realisable value)
(a) Raw material 183.51 114.43 105.74
(b) Work in process 30.19 32.64 2 4.91
(c) Finished goods 24.44 16.45 1 0.02
(d) Consumable Stores & Others 0.38 0.33 -
Total 238.52 163.85 140.67
Note 7: Investments
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Quoted
Investment in Mutual Funds -Carried at fair value through Profit and Loss
1,067 units (31.03.2024 : Nil & 31.03.2023 : Nil) ICICI Pru Large & Mid Cap Fund(G) 1.10 - -
1,314 units (31.03.2024 : Nil & 31.03.2023 : Nil) ICICI Pru Multicap Fund(G) 1.07 - -
30,338 units (31.03.2024 : Nil & 31.03.2023 : Nil) ICICI Pru Manufacturing Fund(G) 1.02 - -
44,715 units (31.03.2024 : Nil & 31.03.2023 : Nil) ICICI Pru Business Cycle Fund(G) 1.05 - -
Total 4.24 - -
Note 8: Trade Receivables
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
-Considered goods-Secured - - -
-Considered goods-Unsecured 525.43 319.19 235.83
-Trade Receivables which have significant increase in credit risk 0.24 - -
-Trade Receivables - Credit impaired - - -
525.67 319.19 235.83
-Less: Loss Allowance - - -
Total 525.67 319.19 235.83
278Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Note 9: Cash & Cash Equivalents
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Cash in hand 0.74 0.15 0.08
Balance with Bank 0.01 - -
Total 0.75 0.15 0.08
Note 9A: Other Bank Balances
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Fixed Deposits with banks* 74.61 96.53 3 5.62
Less: Amount disclosed under other financial assets (refer note 5) ( 2.40) - -
Total 7 2.21 9 6.53 35.62
*Bank deposit includes:
Fixed Deposits pledged with SBI as Margin money against guarantees/LC's of Rs. 46.15 millions as at 31.03.2025, Rs. 25.74 millions as at 31st March
2024 & Rs. 16.40 millions as at 31st March 2023.
Fixed Deposits pledged with SIDBI against outstanding loans (including interest accrued) of Rs. 25.73 millions as at 31st March 2025 & Rs. 18.96
millions as at 31st March 2024 & Rs. 17.83 millions as at 31st March 2023
Note 10: Other Financial Assets
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Staff advances 3.35 2.83 0.68
Interest accured 0.63 1.64 1.76
Total 3.98 4.47 2.44
Note 11: Tax Assets/(Liabilities) Net
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Advance Income Tax & TDS (net of provision for income tax) (10.55) 1.18 1.06
Total (10.55) 1.18 1.06
Note 12: Other Assets
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Advances to suppliers 10.46 2.35 1.83
Balances with government authorities 19.50 50.88 3 4.63
Prepaid expenses 1.64 0.65 0.31
Other advances 0.08 - -
Total 3 1.68 5 3.88 36.77
279Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 8: Trade Receivable (contd.)
Trade receivable ageing schedule as at 31st March 2025
Outstanding for the following period from due date of payment
Particulars less than 6 6 months- Total
Not Due months 1 year 1-2 years 2-3 yearsMore than 3 years
412.75 1 10.25 0.21 2.22 - - 525.43
increase in credit risk
- - - - - - -
- - - - - - -
- - - - - - -
increase in credit risk
- - - 0.24 - - 0.24
- - - - - - -
Total 412.75 1 10.25 0.21 2.46 - - 525.67
Less: Loss allowance - - - - - - -
412.75 1 10.25 0.21 2.46 - - 525.67
Trade receivable ageing schedule as at 31st March 2024
Outstanding for the following period from due date of payment
Particulars less than 6 6 months- Total
Not Due months 1 year 1-2 years 2-3 yearsMore than 3 years
225.70 88.58 4.91 - - - 319.19
increase in credit risk
- - - - - - -
- - - - - - -
- - - - - - -
increase in credit risk
- - - - - - -
- - - - - - -
Total 225.70 88.58 4.91 - - - 319.19
Less: Loss allowance - - - - - - -
225.70 88.58 4.91 - - - 319.19
Trade receivable ageing schedule as at 31st March 2023
Outstanding for the following period from due date of payment
Particulars less than 6 6 months- Total
Not Due months 1 year 1-2 years 2-3 yearsMore than 3 years
128.08 1 06.10 - 1.65 - - 235.83
increase in credit risk - - - - - - -
- - - - - - -
- - - - - - -
increase in credit risk - - - - - - -
- - - - - - -
Total 128.08 1 06.10 - 1.65 - - 235.83
Less: Loss allowance - - - - - - -
128.08 1 06.10 - 1.65 - - 235.83
280Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 13: Share Capital
As at As at As at
Particulars No of shares No of shares No of shares
31st March, 2025 31st March, 2024 31st March, 2023
Authorised Share Capital
Equity Shares of Rs. 10/- each 1 0,00,000 1 0.00 1 0,00,000 1 0.00 1 0,00,000 1 0.00
10,00,000 10.00 10,00,000 10.00 10,00,000 10.00
Issued, subscribed and paid up shares
Equity Shares of Rs. 10/- each 5 ,14,443 5 .14 5 ,14,443 5 .14 5 ,14,443 5 .14
Total 5 ,14,443 5 .14 5,14,443 5 .14 5 ,14,443 5 .14
* Pursuant to the resolutions passed by the Board of Directors at its meeting held on July 07, 2025, and by the Shareholders of the Company at their Extra-Ordinary General
Subsequently, pursuant to a resolution passed by the Board of Directors on August 14, 2025, and a resolution passed by the Shareholders of the Company on August 16, 2025, the
all respects with the existing equity shares.
effect to the aforesaid share split and bonus issue.
(a) Reconciliation of the Equity shares outstanding at the beginning and at the end of the reporting year
As at As at As at
Particulars
31st March, 2025 31st March, 2024 31st March, 2023
No. of shares outstanding at the beginning of the year 5 ,14,443 5,14,443 5,14,443
Add: Issued during the year - - -
Outstanding at the end of the year 5,14,443 5,14,443 5,14,443
(b) Rights, Preference and restrictions attached to equity shares
TheholdingcompanyhasonlyoneclassofequityshareshavingparvalueofRs10pershare.Eachholderofequitysharesisentitledtoonevotepershare.Thedividendproposed
bytheboardofdirectors,ifany,issubjecttotheapprovalofshareholdersinAnnualGeneralMeetingexceptinthecaseofinterimdividend.Intheeventofliquidationofthe
companytheholdersofequityshareswillbeentitledtoreceiveremainingassetsofthecompany,afterdistributionofallpreferrentialamounts.Thedistributionwillbeinthe
proportion of number of equity shares held by the shareholders.
(c) Details of shareholders holding more than 5% shares in the company:
As at 3 1st March, 2025 As at 3 1st March, 2024 As at 3 1st March, 2023
Particulars
No of Shares % No of Shares % No of Shares %
Shri Harsh Tiwari 3,79,243 73.72% 3,33,843 64.89% 3,33,843 64.89%
Smt. Vandana Tiwari 1,25,375 24.37% 1,25,375 24.37% 1,25,375 24.37%
Shri Nishit Rawat - 0.00% 29,050 5.65% 29,050 5.65%
5,04,618 98.09% 4,88,268 94.91% 4 ,88,268 94.91%
As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2023
Particulars
No of Shares % No of Shares % No of Shares %
Shri Harsh Tiwari 3,79,243 73.72% 3,33,843 64.89% 3,33,843 64.89%
Smt. Vandana Tiwari 1,25,375 24.37% 1,25,375 24.37% 1,25,375 24.37%
Shri Nishit Rawat - 0.00% 29,050 5.65% 29,050 5.65%
Smt. Shefali Rawat - 0.00% 16,350 3.18% 16,350 3.18%
Harsh Tiwari HUF 9,825 1.91% 9,825 1.91% 9,825 1.91%
5,14,443 100.00% 5,14,443 100.00% 5 ,14,443 100.00%
(e) Change in promoter's shareholding
(i) as at 31.03.2025
At the end of the year At the beigning of the year % change
Promoter Name
No of Shares % No of Shares % during the
Shri Harsh Tiwari 3 ,79,243 73.72% 3 ,33,843 64.89% 8.83%
Smt. Vandana Tiwari 1 ,25,375 24.37% 1 ,25,375 24.37% 0.00%
Shri Nishit Rawat - 0.00% 2 9,050 5.65% -5.65%
Smt. Shefali Rawat - 0.00% 1 6,350 3.18% -3.18%
Harsh Tiwari HUF 9 ,825 1.91% 9 ,825 1.91% 0.00%
5,14,443 100% 5,14,443 100%
281(ii) as at 31.03.2024
At the end of the year At the beigning of the year % change
Promoter Name
No of Shares % No of Shares % during the
Shri Harsh Tiwari 3 ,33,843 64.89% 3 ,33,843 64.89% 0.00%
Smt. Vandana Tiwari 1 ,25,375 24.37% 1 ,25,375 24.37% 0.00%
Shri Nishit Rawat 2 9,050 5.65% 2 9,050 5.65% 0.00%
Smt. Shefali Rawat 16,350 3.18% 1 6,350 3.18% 0.00%
Harsh Tiwari HUF 9 ,825 1.91% 9 ,825 1.91% 0.00%
(ii) as at 31.03.2023
At the end of the year At the beigning of the year % change
Promoter Name
No of Shares % No of Shares % during the
Shri Harsh Tiwari 3 ,33,843 64.89% 3 ,33,843 64.89% 0.00%
Smt. Vandana Tiwari 1 ,25,375 24.37% 1 ,25,375 24.37% 0.00%
Shri Nishit Rawat 2 9,050 5.65% 2 9,050 5.65% 0.00%
Smt. Shefali Rawat 16,350 3.18% 1 6,350 3.18% 0.00%
Harsh Tiwari HUF 9 ,825 1.91% 9 ,825 1.91% 0.00%
(f) Aggregate number of bonus shares, shares issued other than cash and shares bought back during the period of five years preceeding the reporting date:-
(i) No shares have been issued other than in cash, except as per Note 14.
(ii) No bonus shares have been issued, except as per Note 14.
(iii) The Group has not undertaken any buy back of shares
(iv) There has been no sub-division or split of equity shares during the current or previous financial year, except as per Note 14.
(g) Dividend paid and proposed
There is no dividend paid or proposed during the year ended 31.03.2025, 31.03.2024 & 31.03.2023
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283Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 15: Borrowings
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Secured
Term Loans:
- From Banks 5.11 7.80 1 6.78
- From Financial Institutions 73.34 41.51 3 9.35
Unsecured
Loans from Related parties* 10.46 9.44 6.37
Total Secured and unsecured borrowings 8 8.91 58.75 62.50
Less Current Maturity of long term borrowings (23.14) (13.92) (23.56)
Total 6 5.77 44.83 38.94
*refer note 38
Note 16:Lease Liabilities
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Lease Liabilities - - 1.26
-
Total - - 1 .26
Note 17: Provisions
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Provision for Employee's benefit:
Gratuity 4.33 3.20 3.10
Total 4.33 3.20 3 .10
Note 18: Deferred Tax Assets/Liabilties (Net)
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Deferred tax assets/ liabilities are attributable to the following items;
Deferred Tax Liabilities on :
-Depreciation and Amortization expenses 22.41 17.39 1 4.86
-Fair valuation of investments 0.05 - -
Deferred Tax Asset on :
-Remeasurement of defined benefit plans 1.32 1.03 1.01
-Right of Use - 0.10 0.14
-Loss of subsidiaries 0.03
Net Deferred tax laibilities 2 1.17 16.26 13.71
Note 19: Borrowings
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Secured
a. Loans repayble on demand
From Banks 171.81 96.10 4 9.90
-
b. Current maturities of long term borrowings 23.14 13.92 2 3.56
Total 194.95 1 10.02 73.46
Note 20: Trade Payables
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Trade Payables
Total outstanding of Micro and Small Enterprises (MSE) * 30.29 25.95 2 2.00
Total outstanding of creditors other than Micro and Small Enterprises (MSE)* 416.12 329.45 207.52
Total 446.41 3 55.40 229.52
*read with note 42
284285286287Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Note 21: Lease Liabilities
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Lease Liabilities - 1.26 1.04
Total - 1.26 1 .04
Note 22: Other Financial Liabilities
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Payable to Employees 13.94 10.57 5.77
Interest Payable 0.33 - -
Total 14.27 10.57 5 .77
Note 23: Provisions
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Provision for Employee's benefit:
Gratuity 0.91 0.91 0.91
Total 0.91 0.91 0 .91
Note 24: Other Current Liabilities
As at As at As at
Particulars
31st March 2025 31st March 2024 31st March 2023
Advance from customers 14.83 23.46 3 4.09
Statutory dues 3.37 3.36 1.22
Total 1 8.20 26.82 35.31
288Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 25: Revenue from Operations
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Sale of products 1,880.29 1,333.87 779.58
Sale of services 40.18 45.17 43.94
Other operating revenue 1.89 0.92 0.71
Total 1,922.36 1 ,379.96 824.23
Note 26: Other income
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Lease income 1.28 1.14 0.56
Interest Income 4.83 3.06 1.36
Foreign exchange fluctuation - 0.20 0.44
Fair valuation of invesments in Mutual Fund 0.24 - -
Total 6 .35 4 .40 2.36
Note 27: Cost of material consumed
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Raw materials consumed
Opening 114.43 105.74 97.16
Purchase* 1,235.15 923.29 570.46
Closing 183.51 114.43 105.74
Total 1,166.07 914.60 561.88
* read with note 38
Note 28: Change in inventories
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Opening
Work in Process 32.64 24.91 8.74
Finishes Goods 16.45 10.02 1.32
Subtotal (A) 49.09 34.93 1 0.06
Closing
Work in Process 30.19 32.64 24.91
Finishes Goods 24.44 16.45 10.02
Subtotal (B) 54.63 49.09 3 4.93
Total (A-B) (5.54) (14.16) (24.87)
289Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Note 29: Employee Benefits Expense
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Salaries, wages & bonus* 164.90 116.60 69.19
Gratuity Expense 1.76 1.09 0.83
Contribution to provident and other funds 4.14 3.58 2.08
Staff welfare expenses 2.60 1.67 1.74
Total 173.40 122.94 7 3.84
*read with note 38
Note 30: Finance Cost
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Interest expense on financial liabilities measured at amortized
cost:
-Interest on cash credit 10.67 5.53 5.65
-Interest on term laon 4.83 3.91 2.42
-Interest on other borrowings* 1.43 1.26 0.93
-Interest on Lease Liabilities 0.05 0.16 0.77
Other Borrowing Cost 4.35 2.34 0.54
Total 21.33 13.20 1 0.31
*read with note 38
Note 31: Depreciation and amortization expenses
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Depreciation on:
Property, plant & equipment 30.30 21.36 16.89
amortization of Right of Use Assets 0.87 0.87 0.87
Total 31.17 22.23 1 7.76
Note 32 : Other expenses
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Power & fuel 48.41 40.30 26.56
Stores & Spares 5.90 3.41 0.57
Testing expenses 13.10 7.97 6.21
Repair & maintenance 38.16 24.73 21.72
Lease expenses 0.56 1.05 0.28
Printing & stationery 1.01 0.99 0.64
Postage & courier expense 0.19 0.16 0.13
Telephone expense 0.37 0.31 0.27
Payment to auditor;-
Statutory audit fee 0.50 0.35 0.23
Legal & professional expenses 2.78 0.53 0.66
Commission & brokerage 45.57 47.99 17.17
Delay Delivery Charges 45.43 17.71 14.92
Fee & Subscriptions 3.51 1.78 2.98
Travelling expenses 2.26 1.60 1.07
Vehicle running & maintenance 2.57 1.95 1.77
Freight & forwarding charges 49.01 26.22 14.14
Advertisement expenses 0.15 0.16 0.42
Business promotion expense 1.25 0.23 0.66
Festival expenses 0.46 1.00 0.41
CSR expenses 1.84 1.20 0.99
Security expenses 6.10 2.44 2.26
Insurance expenses 1.40 0.61 1.06
Misc. expenses 3.48 2.70 3.12
Total 274.01 185.39 118.24
290Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Note 33 : Earning per shares
For the year ended 31st For the year ended 31st For the year ended
Particulars
March 2025 March 2024 31st March 2023
Restated Profit/(Loss) for the year 200.00 104.60 50.32
Amount available for equity share holders 200.00 104.60 50.32
Weighted average number of equity shares 11,42,06,346 11,42,06,346 11,42,06,346
Earning Per share basic and Diluted 1.75 0.92 0.44
Face value per equity share (in Rs.) 5.00 5.00 5.00
* Pursuant to the resolutions passed by the Board of Directors at its meeting held on July 07, 2025, and by the Shareholders of the Company at their
Subsequently, pursuant to a resolution passed by the Board of Directors on August 14, 2025, and a resolution passed by the Shareholders of the
the existing equity shares.
retrospectively to give effect to the aforesaid share split and bonus issue.
291Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 34: First Time Adoption of IND AS
Theserestated ConsolidatedfinancialinformationhavebeenpreparedbytheManagementoftheHoldingCompanyfor
thepurposeofinclusionintheDraftRedHerringProspectus RedHerringProspectus andtheProspectus
(collectively,the tobefiledbytheCompanywiththeRegistrarofCompanies,Uttarakhand,Securities
andExchangeBoardofIndia NationalStockExchangeofIndiaLimitedandBSELimitedinconnectionwiththe
(a) Exemption applied on first time adoption of Ind As 101
IntheIndASOpeningBalanceSheetasat01stApril2022,thecarryingamountsofassetsandliabilitiesfromtheprevious
GAAPas at 31st March 2023are recognizedandmeasured according to Ind AS ineffect as on 31stMarch 2023. For
certainindividualcases,however,IndAS101providesforoptionalexemptionsandmandatoryexceptionstothegeneral
principlesofretrospectiveapplicationofIndAS. TheHoldingCompanyhasusedthefollowingexemptionsandexceptions
in preparing its Ind AS Opening Balance Sheet:
Optional Exemption
i) Property, plant and equipment and intangible assets
As per Ind AS 101 an entity may elect to:
(i)measureanitemofproperty,plantandequipmentatthedateoftransitionatitsfairvalueandusethatfairvalueasits
deemed cost at that date
(ii)useapreviousGAAPrevaluationofanitemofproperty,plantandequipmentatorbeforethedateoftransitionas
deemed cost at the date of the revaluation, provided the revaluation was, at the date of the revaluation, broadly
comparable to:
- fair value;
- or cost or depreciated cost under Ind AS
Theelectionsunder(i)and(ii)abovearealsoavailableforintangibleassetsthatmeetstherecognitioncriteriainIndAS
38, Intangible Assets, (including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation
(including the existence of an active market).
(iii)usecarryingvaluesofproperty,plantandequipment,intangibleassetsandinvestmentpropertiesasonthedateof
transitiontoIndAS(whicharemeasuredinaccordancewithpreviousGAAPandaftermakingadjustmentsrelating to
decommissioningliabilitiesprescribedunderIndAS101)iftherehasbeennochangeinitsfunctionalcurrencyonthe
date of transition.
AspermittedbyIndAS101,TheHoldingCompanyhaselectedtoconsiderpreviousGAAPcarryingamountasdeemed
cost its property, plant and equipment on the date of transition to Ind AS.
Mandatory Exceptions
i) Estimates
Anentity'sestimatesinaccordancewithIndASatthedateoftransitiontoIndASshallbeconsistentwithestimatesmade
forthesamedateinaccordancewithpreviousGAAP(afteradjustmentstoreflectanydifferenceinaccountingpolicies),
unlessthereisobjectiveevidencethatthoseestimateswereinerror.IndASestimatesat01stApril2022areconsistent
withtheestimatesasatthesamedatemadeinconformitywithpreviousGAAP.TheHoldingCompanymadeestimatesfor
following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
(a) Investments in debt instruments carried at amortized cost; and
(b) Impairment of financial assets based on expected credit loss model.
ii) De-recognition of financial assets and liabilities
Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 Financial Instruments
prospectivelyfortransactionsoccurringonorafterthedateoftransitiontoIndAS.However,IndAS101allowsafirst-
timeadoptertoapplythede-recognitionrequirementsinIndAS109retrospectivelyfromadateofthe choosing,
providedthattheinformationneededtoapplyIndAS109tofinancialassetsandfinancialliabilitiesderecognisedas a
resultofpasttransactionswasobtainedatthetimeofinitiallyaccountingforthosetransactions.TheHoldingCompany
has elected to apply the derecognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.
iii) Classification and measurement of financial assets and liabilities
IndAS101requiresanentitytoassessclassificationandmeasurementoffinancialassetsonthebasisofthefactsand
circumstances that exist at the date of transition to Ind AS. Accordingly, the Holding Company has determined the
classification of financial assets and liabilities based on facts and circumstances that exist on the date of transition.
Measurement of the financial assets and liabilities accounted at amortized cost has been done retrospectively except
where the same is impracticable.
292Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
(b) Balance Sheet Transition
Reconciliation of Balance Sheet as at 31st March 2023, 31st March 2024 and 31st March 2025
As at Other Effect of Ind AS As at
Particulars
March 31, 2023 Adjustments/ Adjustment March 31, 2023
IGAAP* Errors Ind AS
Assets
Non Current Assets
(a) Property, Plant and Equipment 1 97.71 - - 197.71
(b) Right of Use - 1.74 1.74
(c) Goodwill on Consolidation - - - -
(d) Capital work in progress 23.37 - - 23.37
(e) Financial Assets -
(i)Investments
(ii)Other financial assets - 1 1.16 - 11.16
(f) Deferred Tax Asset (Net)
(g) Non-Current Asset 2 .39 (2.39) -
Sub-total (A) 223.47 8.77 1.74 233.98
Current Assets
- Inventories 1 40.67 - - 140.67
(a) Financial assets
(i) Investments
(ii) Trade receivable 2 35.83 - - 235.83
(iii) Cash & cash equivalents 44.48 (44.40) - 0.08
(iv) Bank Balances other than (iii) above - 3 5.62 35.62
(v) Loan & advances 59.82 (59.82) - -
(vi) Other financial assets - 2.44 - 2.44
(b) Current Tax Asset (Net) - 1.06 1.06
(c) Other current assets 2 .07 3 4.70 - 36.77
Sub-total (B) 482.87 ( 30.40) - 452.47
TOTAL ASSETS (A+B) 706.34 ( 21.63) 1.74 686.45
Equity & Liabilities
(a) Equity 5 .14 - - 5.14
(b) Other Equity 2 82.63 (3.94) (0.40) 278.29
Total Equity (A) 287.77 (3.94) (0.40) 283.43
Non Controlling Interest (B)
Liabilities
Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 38.94 - - 38.94
(ii) Lease liabilities - - 1.26 1.26
(iii) Other Financial Liabilities - - - -
(b) Provisions 4 .01 (0.91) - 3.10
(c)Deferred tax liabilities (Net) 13.85 - (0.14) 13.71
Sub-total (C) 56.80 (0.91) 1.12 57.01
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 73.46 - - 73.46
(ii) Trade Payables - -
-Total outstanding dues of micro and small enterprises 22.00 - - 22.00
-Total outstanding dues of creditors other than micro 2 07.52 - - 207.52
and small enterprises
(iii) Lease liabilities - - 1.04 1.04
(iv) Other Financial Liabilities - 5.79 - 0.02 5.77
(b) Provisions 18.02 (17.11) - 0.91
(c) Current Tax Liabilities (Net)
(d) Other Current Liabilities 40.77 (5.46) - 35.31
(e) Short term provisions - -
Sub-total (D) 361.77 ( 16.78) 1.02 346.01
TOTAL EQUITY & LIABILITIES (A+B+C+D) 706.34 ( 21.63) 1.74 686.45
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
293Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
(b) Balance Sheet Transition
Reconciliation of Balance Sheet as at 31st March 2023, 31st March 2024 and 31st March 2025
As at Other Effect of Ind AS As at
Particulars
March 31, 2024 Adjustments/ Adjustment March 31, 2024
IGAAP* Errors Ind As
Assets
Non Current Assets
(a) Property, Plant and Equipment 291.14 - - 291.14
(b) Right of Use - - 0 .87 0.87
(c) Goodwill on Consolidation - - - -
(d) Capital work in progress 11.11 - - 11.11
(e) Financial Assets
(i)Investments
(ii)Other financial assets 1 5.89 - 15.89
(f) Deferred Tax Asset (Net)
(g) Non-Current Asset 3.12 (3.12) - -
Sub-total (A) 305.37 12.77 0 .87 319.01
Current Assets
- Inventories 163.85 - - 163.85
(a) Financial assets
(i) Investments
(ii) Trade receivable 319.19 - - 319.19
(iii) Cash & cash equivalents 109.45 (109.30) - 0.15
(iv) Bank Balances other than (iii) above - 9 6.53 96.53
(v) Loan & advances 92.02 (92.02) - -
(vi) Other financial assets - 4.47 - 4.47
(b) Current Tax Asset (Net) - 1.18 1.18
(c) Other current assets 2.30 5 1.58 - 53.88
Sub-total (B) 686.81 (47.56) - 639.25
TOTAL ASSETS (A+B) 992.18 (34.79) 0 .87 958.26
Equity & Liabilities
(a) Equity 5.14 - - 5.14
(b) Other Equity 385.64 (1.50) ( 0.29) 383.85
Total Equity (A) 390.78 (1.50) (0.29) 388.99
Non Controlling Interest (B)
Liabilities
Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 4 4.83 - - 44.83
(ii) Lease liabilities - - - -
(iii) Other Financial Liabilities - - -
(b) Provisions 4.11 (0.91) - 3.20
(c)Deferred tax liabilities (Net) 16.35 - ( 0.09) 16.26
Sub-total (C) 65.29 (0.91) (0.09) 64.29
-
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 110.02 - - 110.02
(ii) Trade Payables - -
-Total outstanding dues of micro and small enterprises 25.95 - - 25.95
-Total outstanding dues of creditors other than micro 329.45 - - 329.45
and small enterprises
(iii) Lease liabilities - - 1 .26 1.26
(iv) Other Financial Liabilities - 1 0.57 - 10.57
(b) Provisions 33.93 (33.01) - 0 .01 0.91
(c) Current Tax Liabilities (Net)
(d) Other Current Liabilities 3 6.76 (9.94) - 26.82
(e) Short term provisions -
Sub-total (D) 536.11 (32.38) 1 .25 504.98
TOTAL EQUITY & LIABILITIES (A+B+C+D) 992.18 - 34.79 0 .87 958.26
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
294Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
(b) Balance Sheet Transition
Reconciliation of Balance Sheet as at 31st March 2023, 31st March 2024 and 31st March 2025
As at Other Effect of Ind AS As at
Particulars
March 31, 2025 Adjustments/ Adjustment March 31, 2025
IGAAP* Errors Ind As
Assets
Non Current Assets
(a) Property, Plant and Equipment 445.36 - - 445.36
(b) Right of Use - - - -
(c) Goodwill on Consolidation - - - -
(d) Capital work in progress 1 8.83 - - 18.83
(e) Financial Assets
(i)Investments - - - -
(ii)Other financial assets 2 5.05 - 25.05
(f) Deferred Tax Asset (Net)
(g) Non-Current Asset 2 2.65 (22.65) - -
Sub-total (A) 486.84 2.40 - 4 89.24
Current Assets
- Inventories 238.52 - - 238.52
(a) Financial assets
(i) Investments 4.00 - 0 .24 4.24
(ii) Trade receivable 525.67 - - 525.67
(iii) Cash & cash equivalents 7 5.36 (74.61) - 0.75
(iv) Bank Balances other than (iii) above - 7 2.21 72.21
(v) Loan & advances 8 6.42 (86.42) - -
(vi) Other financial assets - 3.98 - 3.98
(b) Current Tax Asset (Net) - - -
(c) Other current assets 2.28 2 9.40 - 31.68
Sub-total (B) 932.25 (55.44) 0.24 8 77.05
TOTAL ASSETS (A+B) 1,419.09 (53.04) 0.24 1,366.29
Equity & Liabilities
(a) Equity 5.14 - - 5.14
(b) Other Equity 584.46 - 0.13 584.59
Total Equity (A) 589.60 - 0.13 5 89.73
Non Controlling Interest (B) - - -
Liabilities
Non - Current Liabilities
(a) Financial Liabilities
(i) Borrowings 6 5.77 - - 65.77
(ii) Lease liabilities - - - -
(iii) Other Financial Liabilities - - -
(b) Provisions 5.24 (0.91) - 4.33
(c)Deferred tax liabilities (Net) 2 1.06 - 0.11 21.17
Sub-total (C) 9 2.07 (0.91) 0.11 91.27
-
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 194.95 - - 194.95
(ii) Trade Payables - -
-Total outstanding dues of micro and small enterprises 3 0.29 - - 30.29
-Total outstanding dues of creditors other than micro 416.12 - - 416.12
and small enterprises
(iii) Lease liabilities - - - -
(iv) Other Financial Liabilities - 1 4.27 - 14.27
(b) Provisions 6 3.58 (62.67) - 0.91
(c) Current Tax Liabilities (Net) 1 0.55 - 10.55
(d) Other Current Liabilities 3 2.48 (14.28) - 18.20
(e) Short term provisions -
Sub-total (D) 737.42 (52.13) - 6 85.29
TOTAL EQUITY & LIABILITIES (A+B+C+D) 1,419.09 (53.04) 0.24 1,366.29
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note. The
Previous GAAP Numbers includes impact of consolidation of subsidiary for the year ended 31st March 2025
295Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 34: First Time Adoption of IND AS (Contd..)
(c) Profit and Loss Transition
(i) Reconciliation of Statement of Profit and Loss for the year ended 31.03.2023
For the Year Ended March 31, 2023
Particulars Previous Other Adjustment/ Effect of transition
Ind AS
GAAP* Reclassification/Errors to Ind AS
I Revenue from operations 824.38 (0.15) - 8 24.23
II Other income 2.21 0 .15 - 2 .36
III Total income (I + II) 8 26.59 - - 826.59
IV Expenses
Cost of material consumed 562.07 (0.19) - 5 61.88
Change in inventories (24.87) - - (24.87)
Employee benefit expenses 7 5.90 (2.26) 0 .20 73.84
Finance cost 9.40 0 .03 0.88 10.31
Depreciation and amortization expense 1 6.89 - 0.87 17.76
Other expenses 116.90 2 .42 (1.08) 1 18.24
Total expenses 7 56.29 - 0.87 757.16
V Profit/(Loss) before tax (III-IV) 7 0.30 - ( 0.87) 69.43
VI Tax (credit) /expenses
Current Tax 17.68 2 .39 - 20.07
Deferred tax (0.85) - (0.11) ( 0.96)
Earlier year tax adjustment - - - -
VII Profit / (Loss) for the year (V-VI) 5 3.47 (2.39) ( 0.76) 50.32
VIII Other Comprehensive Income
a)(i) Items that will be reclassified to Profit or Loss - - -
(ii) Income tax relating to items that be reclassified to - -
Profit or Loss -
b)(i) Items that will not be reclassified to Profit or Loss - - 0 .44 0.44
(ii) Income tax relating to items that will not be reclassified - - 0.11 0.11
to Profit or Loss
Total Other Comprehensive Income - - 0.33 0.33
IX Total Comprehensive Income for the year (VII+VIII) 5 3.47 (2.39) ( 0.43) 50.65
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
(ii)Reconciliation of Statement of Profit and Loss for the year ended 31.03.2024
For the Year Ended March 31, 2024
Particulars Previous Other Adjustment/ Effect of transition
Ind AS
GAAP* Reclassification/Errors to Ind AS
I Revenue from operations 1 ,379.75 0.21 - 1,379.96
II Other incomes 4.40 - - 4 .40
III Total income (I + II) 1,384.15 0.21 - 1 ,384.36
IV Expenses
Cost of material consumed 914.58 0 .02 - 9 14.60
Change in inventories (14.17) 0 .01 - (14.16)
Employee benefit expenses 124.39 (2.43) 0 .98 1 22.94
Finance cost 12.740 (0.03) 0.49 13.20
Depreciation and amortization expense 2 1.35 0 .01 0.87 22.23
Other expenses 186.45 0 .13 (1.19) 1 85.39
Total expenses 1,245.34 (2.29) 1.15 1 ,244.20
V Profit/(Loss) before tax (III-IV) 1 38.81 2.50 ( 1.15) 140.16
VI Tax (credit) /expenses
Current Tax 33.28 0 .06 - 33.34
Deferred tax 2 .50 - (0.28) 2.22
VII Profit / (Loss) for the year (V-VI) 1 03.03 2.44 ( 0.87) 104.60
VIII Other Comprehensive Income
a)(i) Items that will be reclassified to Profit or Loss - - -
(ii) Income tax relating to items that be reclassified to - -
Profit or Loss -
b)(i) Items that will not be reclassified to Profit or Loss - - (1.28) 1.28
(ii) Income tax relating to items that will not be reclassified - -
0.32
to Profit or Loss 0.32
Total Other Comprehensive Income - - ( 0.96) 0.96
IX Total Comprehensive Income for the year (VII+VIII) 1 03.03 2.44 0.09 105.56
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
296Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
(iii)Reconciliation of Statement of Profit and Loss for the year ended 31.03.2025
For the Year Ended March 31, 2025
Particulars Previous Other Adjustment/ Effect of transition
Ind AS
GAAP* Reclassification/Errors to Ind AS
I Revenue from operations 1 ,922.08 0.28 - 1,922.36
II Other incomes 6.39 (0.28) 0.24 6 .35
III Total income (I + II) 1,928.47 - 0.24 1 ,928.71
IV Expenses
Cost of material consumed 1 ,166.10 (0.03) - 1,166.07
Change in inventories (5.53) (0.01) - ( 5.54)
Employee benefit expenses 178.86 (6.09) 0 .63 1 73.40
Finance cost 2 0.40 0 .58 0.35 21.33
Depreciation and amortization expense 3 0.30 - 0.87 31.17
Other expenses 271.23 4 .08 (1.30) 2 74.01
Total expenses 1,661.36 (1.47) 0.55 1 ,660.44
V Profit/(Loss) before tax (III-IV) 2 67.11 1.47 ( 0.31) 268.27
VI Tax (credit) /expenses
Current Tax 63.58 - - 63.58
Deferred tax 4 .74 (0.03) (0.02) 4.69
VII Profit / (Loss) for the year (V-VI) 1 98.79 1.50 ( 0.29) 200.00
VIII Other Comprehensive Income
a)(i) Items that will be reclassified to Profit or Loss - - -
(ii) Income tax relating to items that be reclassified to - -
Profit or Loss -
b)(i) Items that will not be reclassified to Profit or Loss - - (0.93) 0.93
(ii) Income tax relating to items that will not be reclassified - -
to Profit or Loss 0 .23 0.23
Total Other Comprehensive Income - - ( 0.70) 0.70
IX Total Comprehensive Income for the year (VII+VIII) 1 98.79 1.50 0.41 200.70
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
(d) Reconciliation of Net Profit/Equity as at 31st March 2025, 31st March 2024 and 31st March 2023
Profit Reconciliation
Particulars Notes For the Year For the Year Ended For the Year
Ended March 31, Ended March 31,
March 31, 2024
2023 2025
Net profit reported under previous GAAP * 5 3.47 1 03.03 1 98.79
Add / (Less) :
Fair Valuation of investment - - 0 .24
Impact of actuarial (gain)/loss (i) (0.44) ( 1.28) ( 0.93)
Impact of ROU (ii) (0.43) 0.14 0.38
Deferred tax on above adjustments (iii) 0 .11 0.28 0.02
Total net profit as per Ind AS 5 2.71 102.16 198.50
Actuarial (gain)/loss on defined benefit plans (net of tax) (i) & (iii) 0 .33 0.96 0.70
Total comprehensive income as per Audited Consolidated Special Purpose Financial Statements 5 3.04 103.12 199.20
Earlier Year Income Tax Adjustment Refer Note 35 (2.39) 2.44 1.50
Total comprehensive income as per Restated Consolidated Financial Statements 50.65 105.56 200.70
Note- The previous GAAP figures of March 2025 includes loss on consolidation of subsidiary of Rs. 0.07 million
(e) Reconciliation of Total Equity as at 31st March 2025, 31st March 2024 and 31st March 2023
Equity Reconciliation
Particulars Notes As at As at As at
March 31, 2023 March 31, 2024 March 31, 2025
Net equity reported under previous GAAP 287.77 3 90.78 5 89.60
Add / (Less) :
Fair Valuation of investment - - 0.24
Impact of actuarial (gain)/loss (i) - - -
Impact of ROU (ii) (0.26) ( 0.19) ( 0.22)
Deferred tax on above adjustments (iii) (0.14) ( 0.10) 0.11
Total net equity as per Ind AS 2 87.37 390.49 589.73
Actuarial (gain)/loss on defined benefit plans (net of tax) (i) - - -
Total equity as per Audited Special Purpose Financial Statements 2 87.37 390.49 589.73
Earlier Year Income Tax Adjustment Refer Note 35 (3.94) ( 1.50) -
Total equity as per Restated Financial Statements 2 83.43 388.99 589.73
Note- The previous GAAP figures of March 2025 includes impact on consolidation of subsidiary.
297Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
(i) Reconciliation of statement of cash flow
(A) For the year ended 31.03.2023
For the year ended 31.03.2023
Previous
Particulars Other Adjustment Ind As Adjustment Ind AS
GAAP*
Net cash flows from/(used in) operating activities 55.19 11.38 1 .85 68.42
Net cash flows from/(used in) investing activities (44.78) 2 .34 (0.77) (43.21)
Net cash flows from/(used in) financing activities 1 2.25 (36.61) (1.08) (25.44)
Net increase / (decrease) in cash and cash equivalents 2 2.66 ( 22.89) - (0.24)
Cash and cash equivalents as at 31 March 2022 2 1.81 ( 21.50) - 0.31
Cash and cash equivalents as at 31 March 2023 4 4.47 ( 44.39) - 0.08
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
(B)for the year ended 31 March 2024
For the year ended 31.03.2024
Previous
Particulars Other Adjustment Ind As Adjustment Ind AS
GAAP*
Net cash flows from/(used in) operating activities 1 62.25 (93.54) 1 .36 70.07
Net cash flows from/(used in) investing activities (103.26) 5 .21 (0.16) (98.21)
Net cash flows from/(used in) financing activities 5.99 23.42 (1.20) 28.21
Net increase / (decrease) in cash and cash equivalents 6 4.98 ( 64.91) - 0.07
Cash and cash equivalents as at 31 March 2023 4 4.48 ( 44.40) - 0.08
Cash and cash equivalents as at 31 March 2024 1 09.46 (109.31) - 0.15
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
(C)for the year ended 31 March 2025
For the year ended 31.03.2025
Previous
Particulars Other Adjustment Ind As Adjustment Ind AS
GAAP*
Net cash flows from/(used in) operating activities 1 55.66 (50.91) 1 .36 106.11
Net cash flows from/(used in) investing activities (199.06) 9 .99 (0.05) ( 189.12)
Net cash flows from/(used in) financing activities 2 2.06 62.86 (1.31) 83.61
Net increase / (decrease) in cash and cash equivalents ( 21.34) 2 1.94 - 0.60
Cash and cash equivalents as at 31 March 2023 9 6.69 ( 96.54) - 0.15
Cash and cash equivalents as at 31 March 2024 7 5.35 ( 74.60) - 0.75
*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this note.
(f) Notes to first time adoptions
(i) Actuarial gains/ losses on defined benefit obligation
TheHoldingCompanyrecognisedcostofitspost-employementbenefitplanontheacturialbasis.UnderpreviousGAAP,theacturialgainandlossongratuityarechargedtothestatement
ofpreviousandlossunderemployeebenefitexpenses.SuchgainsarerequiredinOtherComprehensiveIncome.Accordingly,acturiallossesforfinancialyear2023-24Rs.0.96millions
(net of tax) are reclassified from 'Statement of Profit and Loss' ot 'Other Comphrehensive Income'. There is no impact on total equity as a result of this adjustment.
(ii) Right of use and lease liability
On31March2023,theCompanyadoptedIndAS116,Leasesandappliedthestandardtoallleasecontractsexistingon31March2023usingtheModifiedRetrospectiveMethod.
Accordingly,theCompanyhasrecognised of assetof 1.74millionsasat31March2023 andaleaseliabilityof 2.30millionsasat31March2023.TheLoss havebeen
increasedby 0.46millionsonaccountofinterestexpenseof 0.67millions,amortizationofrightofuseassetsof 0.87 millionsandreversalofleaseexpenseof 1.08millions.
(iii) Deferred tax
ThereisimpactondeferredtaxduetoROUAssetrecognisedason31March2023.RetainedearninghasbeenincreasedbyRs.0.14millionsduetodeferredtaxassetrecognsiedonthe
difference in ROU Rs. 1.74 millions and Lease liabilities of Rs. 2.30 millions . Further during the year 2023-24 deferred tax liability recognised by Rs. 0.04 millions.
298Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 35: Reconciliation Statement with Restated consolidated Financial Information
(a) Statement of Adjustments to the Audited special purpose Ind AS Consolidated Financial Statements for the year ended March
S3t1a,t 2e0m2e5n, tMs aSrucmh m31a,r 2iz0e2d4 b aenlodw M aarrec hth 3e1 r, e2s0t2at3ement adjustments made to the Audited special purpose Ind AS Consolidated
Financial Statements for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 and their impact on equity and the
profit/loss of the Company:
Part A: Statement of Adjustments to the Audited Special Purpose Ind AS Consolidated Financial Statements and the Restated Consolidated
Financial Information
Reconciliation of total equity as per the Audited Special Purpose Ind AS Consolidated Financial Statements with total equity as per
Restated Consolidated Financial Information:
As at As at As at
Particular March 31 March 31, March 31,
2025 2024 2023
A. Total Equity as per the Audited Special Purpose Financial Statements 589.73 390.49 287.37
B. Adjustments:
Material restatement adjustments
i) Audit qualifications- - - -
ii) Adjustments due to prior period items/other adjustment - (1.50) (3.94)
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - -
(iv)Change in accounting policies - - -
Total impact of adjustments (i+ii+iii+iv) - (1.50) (3.94)
Total equity as per Restated Consolidated financial information (A+B) 589.73 388.99 283.43
Reconciliation of Total Comprehensive Income as per the audited special purpose Ind AS financial statements with Total
Comprehensive Income as per Restated Consolidated Financial Information:
For the For the For the
year year year
Particular ended ended ended
March 31, March 31, March 31,
2025 2024 2023
A. Total Comprehensive Income as per Audited Special Purpose Financial Statements 199.20 103.12 53.04
B. Adjustments:
Material restatement adjustments
i) Audit qualifications- - - -
ii) Adjustments due to prior period items/other adjustment 1.50 2.44 (2.39)
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - -
(iv)Change in accounting policies - - -
Total impact of adjustments (i+ii+iii+iv) 1.50 2.44 (2.39)
Restated total comprehensive income as per Restated Consolidated Financial
200.70 105.56 50.65
Information (A+B)
Note to adjustment:
i) Refer note 34 for the notes on the IND AS Adoption.
ii) Audit qualifications - There are no audit qualifications in auditor's report for the financial years ended March 31, 2025, March 31, 2024 and March 31,
2023.
iii) Material regrouping/reclassification- There are no material regrouping/reclassification in the restated financial statement for the year ended March
31, 2025, March 31, 2024 and March 31, 2023.
iv) Material errors - There were no material errors in Audited Special Purpose Financial Statements for the year ended March 31, 2025, March 31, 2024
and March 31, 2023 requiring any adjustments in Restated Financial Information.
299Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 36: Contingent Liabilities and Commitments (to the extent not provided for)
Particulars As at 31.3.2025 As at 31.3.2024 As at 31.3.2023
(a) Contigent Liabilities
i. Claim against the company not acknowledged as debt
-Income Tax Debt - - -
-Others - - -
ii. Guarantees excluding financial guarantee
-Letter of Credit Issued - - -
-Bank Guarantee Issued 1 87.58 95.52 6 0.43
iii. Other money for which company is contingently liable
(b) Commitments
-Estimated amount of contracts remaining to be executed on capital account and not provided
for 30.57 - -
Note 37:Segment Reporting
The Group has only one business segment i.e manufacturing and marketing pharmaceutical formulations. There is no other reportable segment. In the
Context of Ind AS 108 operating segment is considered to consititute a single primary business segment.
Note 38: Related Party Disclosure (As required by Ind AS-24)
(A) List of related parties
(i) Key Management Personnel
Name Designation
Harsh Tiwari Managing Director
Ram Niwas Gupta Director
Jyoti Sachdeva Company Secretary (w.e.f 24.02.2025)
Naveen Bist Chief financial officer (CFO)(w.e.f 12.08.2025)
(ii) Relative of Key Management Personnel
Vandana Tiwari
Harsh Tiwari HUF
R.K Tiwari HUF
(iii) Enterprises over which key management personnel of the reporting entity & their relative exercise significant influence with whom
transaction have taken place during the year
Rizon
(B) Trasactions with related parties
(i) Transaction during the year
For the year
Name of Related Party Nature of transaction ended For the year For the year
31.3.2025 ended 31.3.2024 ended 31.3.2023
Rizon Purchases 1.29 1 .03 0 .57
Directors' remuneration 33.00 24.00 10.25
Harsh Tiwari Lease expense 1.08 1 .08 0 .99
Interest on Unsecured Loan 0.23 0 .21 0 .19
Interest on Unsecured Loan 0.43 0 .37 0 .22
Harsh Tiwari HUF
Loan Taken - 1 .20 -
Interest on Unsecured Loan 0.30 0 .24 0 .14
R.K Tiwari HUF
Loan Taken - 1 .00 -
Interest on Unsecured Loan 0.17 0 .15 0 .14
Salary 6.00 - -
Vandana Tiwari
Directors' remuneration 3.00 8 .40 4 .10
Rent 0.12 0 .11 0 .10
Ram Niwas Gupta Directors' remuneration 0.43 0 .47 0 .14
300Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
(ii) Outstanding balances
Name of Related Party Nature of transaction
As at 31.3.2025 As at 31.3.2024 As at 31.03.2023
Rizon Trade payable 0.11 - 0 .12
Director remuneration
payable 3.48 2 .50 0 .05
Harsh Tiwari
Borrowings 2.15 1 .94 1 .75
Lease payable 0.23 0 .18 0 .15
Harsh Tiwari HUF Borrowings 3.96 3 .57 2 .04
R.K Tiwari HUF Borrowings 2.81 2 .53 1 .32
Borrowings 1.54 1 .39 1 .26
Vandana Tiwari Salary payable 0.88 0 .51 0 .64
Lease payable 0.06 0 .02 0 .07
Director remuneration
Ram Niwas Gupta
payable 0.04 0 .04 0 .04
Note 39: Financial Risk Management Objective and Policies
TheGroup'sprincipalfinancialliabilitiescomprisesoftradepayablesandfinancialassetsincludestradereceivables,cashandcashequivalents,etc.that
derivedirectlyfromitsoperations.TheGroupfinancialriskmanagementisanintegralpartofBusinessplanandexecutionofbusinessstrategies.The
Groupisexposedtomarketrisk,creditriskandliquidityrisk.TheBoardofDirectorsreviewsandagreespoliciesformanagingeachoftheserisks,which
are summarized below.
(a) Market Risk
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketrisk
comprisesthreetypesofrisk:interestraterisk,foreigncurrencyriskandotherpricerisk,suchasequitypriceriskandcommodityrisk.Financial
instruments affected by market risk include loans, borrowings, and deposits.
(i) Interest Rate Risk
Interestrateriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.Any
changesintheinterestratesenvironmentmayimpactfutureratesofborrowing.TheGroup'sexposuretotheriskofchangesinmarketinterestrates
relates primarily to the Company's borrowings with floating interest rates.
The exposure of the Group's borrowing to interest rate changes at the end of the reporting period are as follows:-
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Variable rate borrowings 250.26 145.406097 106.03
Fixed rate borrowings 10.46 9.44 6.37
Sensitivity analysis
Achangeof100basispointsintheinterestratesatthereportingdatewouldhaveincreased/(decreased)profitorlossbytheamountsshownbelow.
This analysis assumes that all other valriables, in particular foreing currency rates , remain constant.
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Increased by 100 basis points 2.50 1 .45 1.06
Decreased by 100 basis points (2.50) (1.45) (1.06)
(ii) Foreign Currency Risk
Foreigncurrencyriskistheriskthatthefairvalueorfuturecashflowsofanexposurewillfluctuatebecauseofchangesinforeignexchangerates.The
companyisexposedtoforeigncurrencyriskoncertaintransactionsthataredenominatedinacurrencyotherthancompany'sfunctionalcurrency,hence
exposuretoexchangeratefluctuationarises.Theriskisthatthefunctionalcurrencyvalueofcashflowwillvaryasaresultofmovementsinexchange
rates.
ThecarryingamountoftheCompany'snetforeigncurrencyexposure(netofforwardcontracts)denominatedmonetaryassetsandmonetaryliabilities
at the end of the reporting period as followings
INR pertaining to exposure in specified As at As at As at
currencies 31.03.2025 31.03.2024 31.03.2023
USD 0.12 0.06 0.06
Total 0.12 0.06 0.06
301Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Foreign Currency Sensitivity
5%increaseordecreaseinforeignexchangeratesvis-a-visIndianRupees,withallothervariablesheldconstant,willhavethefollowingimpactonprofit
before tax and other comprehensive income:
INR pertaining to exposure in specified As at As at As at
currencies 31.03.2025 31.03.2024 31.03.2023
5% Increase
USD 0.006 0.003 0.003
5% Decrease
USD (0.006) (0.003) (0.003)
(iii) Commodity Price Risk
CommodityPriceRiskistheriskthatfuturecashflowsoftheCompanywillfluctuationonaccountofchangesinmarketpriceofkeyrawmaterials..This
riskismitigatedthroughtheuseofderivativecontracts.ThederivativecontractsarenothedgeaccountedunderIndAS19butareinsteadmeasuredat
fair value through profit or loss.
Thegain/(loss)oncommodityderivativecontracts,recognisedintheconsolidatedstatementofprofitandlosswasNilfortheyearended31stMarch,
2025 (for the year ended 31st March, 2024: Nil, for the year ended 31st March, 2023: Nil.)
(b) Credit Risk
CreditriskarisesfromthepossibilitythatthecounterpartywilldefaultonitscontractualobligationsresultinginfinanciallosstotheGroup.TheGroupis
exposedtocreditriskfromitsoperatingactivities(primarilytradereceivables).Tomanagethis,theGroupperiodicallyassessesthefinancialreliability
of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts
receivable.TheGroupconsiderstheprobabilityofdefaultuponinitialrecognitionofassetsandwhethertherehasbeenasignificantincreaseincredit
risk on an ongoing basis through each reporting period.
Financial assets to which loss allowance is measured using lifetime /12 months Expected Credit Loss (ECL) as on :-
As at As at As at
Particulars 31.3.2025 31.3.2024 31.3.2023
Trade Receivables-Gross 5 25.67 3 19.19 235.83
Expected credit loss
Trade Receivables-Net 525.67 319.19 2 35.83
(c) Liquidity Risk
LiquidityriskisdefinedastheriskthatGroupwillnotbeabletosettleormeetitsobligationontimeoratareasonableprice.TheGroup'sobjectiveisto
alltimemaintainoptimumlevelofequitytomeetitscashandliquidityrequirements.TheGroupcloselymonitorsitsliquiditypositionanddeploysa
robust cash management system. Management monitors the Group's net liquidity position through rolling forecast on the basis of expected cash flows.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual
undiscounted payments:
More than 3
Particulars Carrying Amount Less than 1 year 1-3 year year total
As at 31.03.2025
Borrowings 260.72 194.95 65.77 - 260.72
Trade payable 446.41 446.41 - - 446.41
Lease liability - - - - -
Other financial liabilities 14.27 14.27 - - 1 4.27
As at 31.03.2024
Borrowings 154.85 110.02 44.83 - 154.85
Trade payable 355.40 355.40 - - 355.40
Lease liability 1.26 1.26 - - 1.26
Other financial liabilities 10.57 10.57 - - 1 0.57
As at 31.03.2023
Borrowings 112.40 73.46 38.94 - 112.40
Trade payable 229.52 229.52 - - 229.52
Lease liability 2.30 1.19 1 .11 - 2.30
Other financial liabilities 5.77 5.77 - - 5.77
302Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 40: Capital Management
ForthepurposeofGroup'scapitalmanagement,capitalincludesequitycapitalandallotherequityreservesattributabletoequityshareholders.Theprimaryobjectiveof
Groupcapitalmanagementistoensurethatitmaintainsaneffectivecapitalstructureandmaximizeshareholder'svalue.TheGroupmanagesitscapitalstructureandmakes
adjustments in light of change in economic conditions. The Group monitors capital on the basis of gearing ratio, which is net debt divided by total capital plus debt.
Particulars As at As at As at
31st March 2025 31st March 2024 31st March 2023
Borrowings (A) 260.72 154.85 112.4
Less : cash and cash equivalents (B) 0.75 0.15 0.08
Net debt (C=A-B) 259.97 154.7 112.32
Total equity (D) 589.73 388.99 283.43
Capital and net debt (E=C+D) 849.7 543.69 395.75
Gearing ratio (C/E) 30.60% 28.45% 28.38%
Note 41: Financial Instruments
(i) Financial instrument by category
Set out below is a comparison by class of the carrying amounts and fair value of the financial instruments of the Group.
As at 31.3.2025 As at 31.3.2024 As at 31.3.2023
Particulars
Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value
Financial Assets
At amortized cost
Trade Receivable 525.67 525.67 319.19 319.19 235.83 235.83
Investments 4.24 4.24 - - - -
Cash and cash equivalents 0.75 0.75 0.15 0.15 0.08 0.08
Bank Balance 7 2.21 72.21 96.53 96.53 3 5.62 35.62
Other financial assets 2 9.03 29.03 20.36 20.36 1 3.60 13.60
Total Financial Assets 631.90 631.90 4 36.23 436.23 285.13 285.13
Financial Liabilities
Borrowings 260.72 260.72 154.85 154.85 112.40 112.40
Trade Payable 446.41 446.41 355.40 355.40 229.52 229.52
Lease Liabilities - - 1.26 1.26 2.30 2.30
Other financial liabilities 1 4.27 14.27 10.57 10.57 5.77 5.77
Total Financial Liabilities 721.40 721.40 5 22.08 522.08 349.99 349.99
Fair valuation techniques:
TheGroupmaintainspoliciesandprocedurestovaluefinancialassetsorfinancialliabilitiesusingthebestandmostrelevantdataavailable.Thefairvaluesofthefinancial
assetsandliabilitiesareincludedattheamountthatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsat
the measurement date.
Thegrouphasdisclosedfinancialinstrumentssuchascashandcashequivalents,otherbankbalances,loans,andotherfinancialassetsandliabilitiesattheircarryingvalue
because their carrying amounts are a reasonable approximation of their respective fair values, largely due to the short-term nature and maturities of these instruments.
FairvalueofinvestmentinunquotedequitysharesisdeterminedasperINDAS113andfairvalueofquotedmutualfundsisbaseduponquotedmarketpriceatthe
reporting date.
Fair value hierarchy
Level 1: Quoted prices/NAV (unadjusted) in active markets for identical assets and liabilities at the measurement date.
Level 2: Inputs other quoted prices included within Level 1 that are observable, either directly or indirectly.
Level 3: Inputs that are not based on observable market data.
Thefollowingtablerepresentsthefairvaluemeasurementhierarchyoffinancialassetsandliabilities,whichhavebeenmeasuredsubsequenttoinitialrecognitionatfair
value as at 31st March 2025:
Particulars As at Fair value at the end of reporing period/ year using
31st March 2025
Level 1 Level 2 Level 3
Financial assets
-Investment in equity instruments - - - -
-Investment in Mutual funds 4.24 4.24 - -
Thefollowingtablerepresentsthefairvaluemeasurementhierarchyoffinancialassetsandliabilities,whichhavebeenmeasuredsubsequenttoinitialrecognitionatfair
value as at 31st March 2024:
Particulars As at Fair value at the end of reporing period/ year using
31st March 2024 Level 1 Level 2 Level 3
Financial assets
-Investment in equity instruments - - - -
-Investment in Mutual funds - - - -
Thefollowingtablerepresentsthefairvaluemeasurementhierarchyoffinancialassetsandliabilities,whichhavebeenmeasuredsubsequenttoinitialrecognitionatfair
value as at 31st March 2023:
Particulars As at Fair value at the end of reporing period/ year using
31st March 2023 Level 1 Level 2 Level 3
Financial assets
-Investment in equity instruments - - - -
-Investment in Mutual funds - - - -
303Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 42: As required by section 22 of the Micro, Small and Medium Enterprises Development Act, 26 the following information is disclosed:
As at As at As at
Particulars 31.3.2025 31.3.2024 31.3.2023
Principal and interest amount due and remaining unpaid at the end of accounting year
30.29 25.95 2 2.00
Interest paid in terms of section 16 of the MSME Act during the year
- - -
The amount of interest due and payable for the period of delay in making payment
(which have been paid but beyond the appointed day during the year but without
adding the interest specified. - - -
Amount of interest accured and remaining unpaid at the end of the accounting year
- - -
Amount of further interest remaining due and payable in succeeding year, until such
interest when the interest dues above are actually paid.
- - -
The above informations regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified for information available with
the Group and as certified by the management.
Notes 43: Corporate Social Responsibility
As at As at As at
Particulars 31.03.2025 31.03.2024 31.03.2023
(i) Gross amount required to be spent during the year 1.82 1.20 0.41
(ii) Amount spent during the year 1.84 1.20 0.99
(iii) Surplus/ (Shortfall) at the end of the year/period - - -
(iv)Reason for shortfall - - -
(a) Construction /Acquisition of any assets - - -
(b)On purpose other than (a) above - - -
Notes 44: Income Tax
The major components of income tax expense for the financial year ended 31st March, 2025,2024 and 2023 are as follows:
(a) Amounts recognised in Statement of Profit and Loss
For the year ended For the year ended For the year ended
Particulars
31st March 2025 31st March 2024 31st March 2023
Current tax 63.58 33.34 2 0.07
Deferred tax charge/(credit) 4.92 2.54 (0.85)
Total 68.50 35.88 19.21
(b) Reconciliation of effective tax
For the year ended For the year ended For the year ended
Particulars
31st March 2025 31st March 2024 31st March 2023
Accounting profit/(loss) before income tax 268.27 140.16 6 9.43
At statutory income tax rate 25.17% 25.17% 25.17%
Income tax expenses calculated at above rate 67.52 35.28 1 7.47
Tax effect of:
Permanent Difference 1.05 0.93 -
Incomes not taxable under Income Tax Act (0.32) ( 0.29) -
Others 0.25 ( 0.04) 1 .74
Total 68.50 35.88 19.21
Effective Tax Rate 25.53% 25.60% 27.67%
304Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 45 : Employee Benefits
A. Post employement benefit plans
(i) Defined Contribution Plans
TheHoldingCompanymakescontributions,determinedasspecifiedpercentageofemployeesalariesinrespectofqualifingemployeestowardsprovidentfund,whicharedefined
contributionplans.TheHoldingCompanyhasnoobligationotherthantomakethespecifiedcontributions.TheContributionsarechargedtostatementsofprofitandlossasthey
accrue.Theamountrecognisedasexpensetowardsthecontributionprovidentfund,statementinsuranceandlabourwelfarefundaggregatedtoRs.4.14millions(31stMarch
2024: Rs. 3.58 millions).
(ii) Defined benefit plans
TheGratuityamounthasbeencomputedonrespectiveemployee'ssalaryandtheyearsofemployementwiththeCompany.Gratuityhasbeenaccruedonacturialvaluationasat
the balance sheet date , carried by an independent acturary.
ThefollowingtablesetsforththestatusofthegrauityplanoftheHoldingCompanyandtheamountrecognisedintheConsolidated BalancesheetandConsolidatedStatementof
profit and loss.
I. Net Liability recognised in the Consolidated Balance Sheet
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Present value of defined benefit obligation 5.24 4.11 4.01
Net liability recognised in the Consolidated Balance Sheet 5.24 4.11 4.01
II. Expense recognised in the Consolidated Statement of Profit and Loss
Particulars For the year ended For the year ended For the year ended
31st March 2025 31st March 2024 31st March 2023
Current Service Cost 1 .76 1.09 0.83
Interest Cost on the net defined benefit liabilities/(asset) 0 .30 0.29 0.24
Net liability recognised in the Consolidated Balance Sheet 2.06 1.38 1.07
III. Remeasurement recognised in the Consolidated Other Comprehensive Income
Particulars For the year ended For the year ended For the year ended
31st March 2025 31st March 2024 31st March 2023
Actuarial (gains)/ losses
- Change in demographic assumptions - - -
- Change in financial assumptions 0 .19 0.04 (0.09)
- Experience adjustments (i.e. actual experience vs assumptions) ( 1.12) (1.31) (0.34)
Remeasurement recognised in the Consolidated Other Comprehensive
Income ( 0.93) (1.28) (0.44)
IV. Movement in the present value of defined benefit obligation
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Present value of defined benefit obligation at the beginning of the
year 4.11 4.01 3.38
Current service cost 1 .76 1.09 0.83
Interest cost 0 .30 0.29 0.24
Re-measurement (or Actuarial) (gain) / loss arising from:
- Change in demographic assumptions
- Change in financial assumptions 0.19 0 .04 (0.09)
- experience variance (i.e. Actual experience vs assumptions) ( 1.12) (1.31) (0.34)
Benefits paid - -
Remeasurement recognised in the Consolidated Other Comprehensive
Income 5.24 4 .11 4.01
V. Bifurcation of present value of obligation at the end of the year
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Current liability (Short term) 0 .91 0.91 0.91
Non-current liability (Long term) 4 .33 3.20 3.10
305Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
VI. Principal actuarial assumptions
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Discount rate 7.21% 6.72% 7.35%
Salary escalation rate (per annum) 10.00% 10.00% 10.00%
Retirement age (in years) 58 Years 58 Years 58 Years
100% of IALM 2012- 100% of IALM 2012- 100% of IALM 2012-14
Mortality rate 14 14
Withdrawal rate (per annum)
Years
1 30% 30% 30%
2 21% 21% 21%
3 22% 22% 22%
4 14% 14% 14%
5 8% 8% 8%
Above 5 5% 5% 5%
VII. Sensitivity analysis
Reasonablypossiblechangesatthereportingdatetooneoftherelevantactuarialassumptions,holdingotherassumptionsconstant,wouldhaveaffectedthedefinedbenefit
obligation by the amounts shown below:
Particulars Increase Decrease
As at 31 March 2025
Discount rate (0.50% movement) ( 0.20) 0 .22
Salary escalation rate (1% movement) 0.44 (0.38)
Withdrawal Rate (50% movement) ( 0.47) 0 .58
As at 31 March 2024
Discount rate (0.50% movement) ( 0.13) 0 .14
Salary escalation rate (1% movement) 0.28 (0.25)
Withdrawal Rate (50% movement) ( 0.21) 0 .22
As at 31 March 2023
Discount rate (0.50% movement) ( 0.12) 0 .12
Salary escalation rate (1% movement) 0.26 (0.22)
Withdrawal Rate (50% movement) ( 0.15) 0 .15
VIII. Risk exposure
InterestRaterisk:TheplanexposestheHolding Companytotheriskoffallininterestrates.Afallininterestrateswillresultinanincreaseintheultimatecostofprovidingthe
above benefit and will thus result in an increase in the value of the liability (as shown in Consolidated Financial Statements).
LiquidityRisk:ThisistheriskthattheHoldingCompanyisnotabletomeettheshort-termgratuitypayouts.Thismayariseduetononavailabilityofenoughcash/cashequivalent
to meet the liabilities or holding of liquid assets not being sold in time.
SalaryEscalationRisk:Thepresentvalueofthedefinedbenefitplaniscalculatedwiththeassumptionofsalaryincreaserateofplanparticipantsinfuture.Deviationintherateof
increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liabilty.
DemographicRisk:TheHoldingCompanyhasusedcertainmortalityandattritionassumptionsinvaluationoftheliability.TheHoldingCompanyisexposedtotheriskofactual
experience turning out to be worse compared to the assumption.
RegulatoryRisk:GratuitybenefitispaidinaccordancewiththerequirementsofthePaymentofGratuityAct,1972(asamendedfromtimetotime).Thereisariskofchangein
regulations requiring higher gratuity payouts (e.g.Increase in the maximum limit on gratuity of Rs. 2 Millions).
IX. Expected maturity analysis of the defined benefit plans in future years
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Year 1 0.92 0.91 0.91
Year 2-3 1.09 1.03 1.11
Year 4-5 0.81 0.56 0.61
More than 5 years 8.20 5.54 4.99
306Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 46: Disclosures as required under Ind As 116 Leases
A. Below are the summary of financial information related to the above lease contracts for leasehold land:
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Amortization expense on Right-of-use (ROU) assets recognized during the
year 0 .87 0.87 0.87
Interest expense on lease liability 0 .05 0.16 0.77
Carrying amount of ROU assets as on the reporting date - 0.87 1.74
Total cash outflow for leases ( 1.31) (1.20) (1.08)
Lease liability as on the reporting date - 1.26 2.30
B. Movement in lease liabilities :
Particulars Amount
Balance as on 01 April 2022 2.61
Additions -
Finance cost accrued during the year 0.77
Deletions -
Payment of lease liabilities (1.08)
Balance as on 31 March 2023 2 .30
Additions -
Finance cost accrued during the year 0 .16
Deletions -
Payment of lease liabilities ( 1.20)
Balance as on 31 March 2024 1.26
Additions -
Finance cost accrued during the year 0 .05
Deletions
Payment of lease liabilities ( 1.31)
Balance as on 31 March 2025 -
C. The following is the break-up of current and non-current lease liabilities:
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Non-current lease liabilities - - 1.26
Current lease liabilities - 1.26 1.04
D. The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Less than one year - 1.26 1.04
One to five years - - 1.26
More than five years - - -
E. Below is the amount recognised by the Company in the statement of cash flows:
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Total cash outflow for leases ( 1.31) (1.20) (1.08)
3073083102
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309Cotec Healthcare Limited
CIN: U24232UT1998PLC016093
Notes forming part of Restated Consolidated financial information
(Amount in Rupees Million unless otherwise stated)
Note 49: Additional disclosures required by Schedule III (Division II) of the Act
a.NoproceedinghavebeeninitiatedorpendingagainstthegroupunderProhibitionofBenamiPropertyTransactionAct,1988,readwith
rules made thereunder.
b.TheGroupdoesnothaveanytransactionwithcompaniesStruckOffunderSection248ofCompaniesAct,2013orundersection560of
Companies Act, 1956.
c. Group is not categories or declared as wilful defaulter by any Bank, Financial institution or Other Lender.
d. There are no charges for which satisfaction is pending beyond the statutory period as on 31.03.2025.
e.Therewerenotransactionsrelatingtopreviouslyunrecordedincomethathavebeensurrenderedordisclosedasincomeduringthe
years in the tax assessments under the Income Tax Act, 1961.
f.Duringtheyearsgrouphasnotacceptedanydepositsoramountswhicharedeemedtobedepositswithinthemeaningofsection73to
76 of Companies Act, 2013.
g. The Group have not traded or invested in Crypto currency or Virtual Currency during the financial years.
h.TheGrouphadnotgrantedanyloansoradvancesinthenatureofloanstopromoters,directors,KMPsandtherelatedparties(asdefined
underCompaniesAct,2013),eitherseverallyorjointlywithanyotherperson,thatarerepayableondemandorwithoutspecifyingany
terms or period of repayment.
i.TheManagementoftheCompanyandSubsidiary representthat,tothebestofitsknowledgeandbelief,nofunds(whicharematerial
eitherindividuallyorintheaggregate)havebeenadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumorany
othersourcesorkindoffunds)bytheGrouptoorinanyotherpersonorentity,includingforeignentity(“Intermediaries”),withthe
understanding,whetherrecordedinwritingorotherwise,thattheIntermediaryshall,whether,directlyorindirectlylendorinvestinother
persons orentitiesidentifiedinanymannerwhatsoeverbyoronbehalf oftheCompany(“UltimateBeneficiaries”)orprovideany
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
j.TheManagementoftheCompanyandSubsidiaryfurtherrepresent,that,tothebestofitsknowledgeandbelief,nofunds(whichare
materialeitherindividuallyorintheaggregate)havebeenreceivedbytheGroupfromanypersonorentity,includingforeignentity
(“FundingParties”),withtheunderstanding,whetherrecordedinwritingorotherwise,thattheCompanyshall,whether,directlyor
indirectly,lendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty(“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
k.TheGrouphascompliedwiththenumberoflayersprescribedunderclause(87)ofSection2oftheCompaniesAct2013readwiththe
Companies (Restriction on number of layers) Rules, 2017.
l.TheHoldingCompanyhasbeensanctionedworkingcapitallimitinexcessoffivecrorerupees,inaggregate,frombanksorfinancial
instituionsonthebasisofsecurityofcurrentassets.ThequarterlyreturnfiledbytheHoldingCompanywiththebankareinagreement
with the books of accounts of the Company.
m.GroupisnotsubjectedtoanyschemeofarrangementbytheCompetentAuthorityintermsofsection230to237oftheCompaniesAct,
2013.
n. There are no whistle blower complaints received by the company during the year.
Note 50: Compliance with audit trial for accounting software
TheHoldingCompanyisusingaccountingsoftwareformaitainingitsbooksofaccountwhichhasafeatureofrecordingaudittrial(edit
log)facilityandsamehasbeenoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware. Furthertheaudittrial
has been preserve by the Company as per statutory requirements for record retention.
The Subsidiary Company maintained its books of account manually and not electronically through any accounting software.
Note 51: Previous Year Figure
Previous year figures have been regrouped and rearranged wherever considered necessary.
As per our Report of even date For and on behalf of Board of Directors
For Rajendar K. Kumar & Associates Cotec Healthcare Limited
Chartered Accountants
Firm Registration No. 010142C
Ashoka Kumar Singh Harsh Tiwari
R.K Kumar Director Managing Director
Proprietor DIN: 11103922 DIN: 00161597
Membership No. 071803 Place: Ghaziabad Place: Ghaziabad
Place: Ghaziabad Date : 02-09-2025 Date : 02-09-2025
Date : 02-09-2025
Jyoti Sachdeva Naveen Bist
Company Secretary Chief Financial Officer
Place: Ghaziabad Place: Ghaziabad
Date : 02-09-2025 Date : 02-09-2025
310MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion in conjunction with our Restated Consolidated Financial Statement
included herein for the Fiscals 2025, 2024 and 2023, including the related notes, schedules and annexures on
page 255. Our Restated Consolidated Financial Statement has been prepared in accordance with Ind AS, Section
26 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note. Ind AS differs in certain material
respects from Indian GAAP, IFRS and U.S. GAAP. Accordingly, the degree to which our financial statements will
provide meaningful information to a prospective investor in countries other than India is entirely dependent on
the reader's level of familiarity with Ind AS. As a result, the Restated Consolidated Financial Statement may not
be comparable to our historical financial statements.
We have included operational and financial performance indicators in this Draft Red Herring Prospectus, many
of which may not be derived from our Restated Consolidated Financial Statement or otherwise be subject to an
examination, audit or review by our auditors or any other expert. The manner in which such operational and
financial performance indicators are calculated and presented, and the assumptions and estimates used in such
calculations, may vary from that used by other companies in India and other jurisdictions. Investors are
accordingly cautioned against placing undue reliance on such information in making an investment decision and
should consult their own advisors and evaluate such information in the context of the Restated Consolidated
Financial Statement and other information relating to our business and operations included in this Draft Red
Herring Prospectus.
This discussion and analysis contain forward-looking statements that reflect our current views with respect to
future events and our financial performance, which are subject to numerous risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking statements. You should also read
“Forward-Looking Statements” and “Risk Factors” on pages 22 and 32, respectively, which discuss a number
of factors and contingencies that could affect our business, financial condition and results of operations. Our
Financial Year ends on March 31 of each year and accordingly, references to Financial Year / Fiscals, are to the
12-month period ended March 31 of the relevant year.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or “our
Company” refers to Cotec Healthcare Limited.
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus, including in
“Industry Overview” and “Our Business” on pages 130 and 188, respectively, has been obtained or derived from
the report titled ‘Independent Market Assessment of Global Pharma and CDMO Market’ dated September 4,
2025, prepared by F&S. The F&S Report is available on our Company’s website at https://cotec.in/industry-
report/#. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us
for the purposes of presentation. Also see, “Certain Conventions, Currency of Presentation, Use of Financial
Information and Market Data – Industry and Market Data” on page 21.
Overview
We are the second-largest player in the contract development and manufacturing organization (“CDMO”)
industry in India in terms of number of dosage forms with capabilities across 24 distinct formulation types (among
peers assessed by F&S). (Source: F&S Report) Our CDMO offerings include formulation, loan licensing and
commercial manufacturing of off-patent products, including complex generics, in more complex delivery forms
such as modified and sustained release forms, for institutional and private customers. Our offerings include a
comprehensive range of products across various dosage forms including injectables, tablets, capsules, ointments,
eye drops, ampoules, vials, liquid and dry syrups, and infusions, among others. (Source: F&S Report)
We are one of the fastest-growing company amongst our peers, with a revenue CAGR of 52.72% from Fiscal
2023 to Fiscal 2025, based on our Restated Consolidated Financial Statements. (Source: F&S Report) As per the
F&S Report, during the Fiscal 2025, our Company recorded the highest RoCE of 36.43% and RoE of 33.91%,
among its peers, thereby making it a key competitor in the industry. The Indian pharmaceutical market is
witnessing a value increase from USD 16.6 billion in 2019 to 38.3 billion in 2029, with an expected CAGR of
8.0% between 2019 to 2024 to reach USD 20.13 billion and a further CAGR of 9.5% between 2024 to 2029. The
small molecule segment accounts for 80% - 90% of the total market, in 2024 by value as well as in terms of
volume of drugs, with the biologics (including biosimilars) segment ranging between USD 4.5 to USD 5.5 billion
in 2024. The IPM is ranked third in the world in terms of pharmaceutical production volumes contributed by
311generics, OTC drugs, other bulk drugs as well as contract research and manufacturing industry, and is amongst
the fastest growing pharma industries in the world. (Source: F&S Report)
Since our inception, we have been manufacturing formulations for leading pharmaceutical companies and have
built a track record of developing and successfully commercialising them under our product portfolio. For
example, a multivitamin and a multimineral syrup with L-lysine, developed in collaboration with M/s. Albert
David Limited, has been marketed and sold by them for over 15 years. We believe that our product development
capabilities enable us to attract and retain our customers while expanding our product portfolio. Our product
offerings span across both acute and chronic therapeutic areas and include tablets, capsules, dry syrups, dry
powder injections, ointments, and liquid orals, catering to a broad range of therapeutic segments. The below table
lists our key therapeutic areas:
Therapeutic Areas
Anaesthetics / Analgesic / Anti- Anti-Acne Anti-Allergic / Anti- Anti-Arthritis
Muscle Relaxants Inflammatory Preparations Histaminic
Antibiotics Anti-Coagulants Anti-Depressant / Anti-Diabetics
Anti-Asthmatics
Anti-Hypertensives
Anti-Diarrhoeas / Anti-Diuretics Anti-Emetics / Anti- Anti-Epileptic / Anti- Anti-Fibrinolytic
Anti-Protozoal Vertigo Convulsant
Anti-Fungal Anti-Helminthics Anti-Malarial Anti-Migraine Anti-Psychotic
Anti-Pyretic Antispasmodics Anti-Tussive and Anti-Ulcers /
Expectorants (Cough Antacids Anti-Viral
& Cold)
Appetite Stimulants Bronchodilators Calcium Supplements Cardiovascular Clinical Nutrition
Corticosteroids Dermatology Endocrinology and Erectile Dysfunction Eye / Ear / Nasal
Women’s Health Drops (ENT)
Fluid & Electrolyte Haematinics Nootropics / Parenteral Nutrition Skeletal Muscle
Management Psychostimulants Relaxant
Sympathomimetic Vasodilators Vitamins, Hormonal CNS Relaxant
Multivitamins,
Multimineral &
Supplements
Owing to diverse product portfolio and longstanding market presence, we have established a presence across the
CDMO value chain including formulation, manufacturing, packing and distribution. Our presence across the
CDMO value chain has been marked below:
(Source: F&S Report)
Our Manufacturing Facility spread across an area of over 21,871.71 square meters situated at Roorkee
(Uttarakhand), with an aggregate installed capacity of 4,051.38 million units, as of March 31, 2025. Our
Manufacturing Facility comprises three dedicated Manufacturing Units, each designed to meet the regulatory
312requirements of specific product categories, while also enabling a strategic segregation of different types of
pharmaceutical products. We believe that our Manufacturing Facility is strategically located in Roorkee benefiting
from Uttarakhand’s highly supportive pharmaceutical manufacturing ecosystem. According to the NCAER N-
SIPI Index, over 90% of investors in Uttarakhand reported minimal land acquisition challenges underscoring its
position as a key investment destination. Uttarakhand produces 22% of India’s generic drugs. (Source: F&S
Report) We have received certifications confirming compliance of our Manufacturing Units with ISO 9001:2015
(quality management system), ISO 14001:2015 (environmental management system) and ISO 45001:2018
(occupational and safety management systems). Additionally, we have received GMP certifications from the Food
Safety & Drugs Administration Authority, Uttarakhand and GMP for medicines intended for sale in Philippines
and Kenya. We have successfully undergone the SEDEX Members Ethical Trade Audit, which assesses
compliance with labour practices, health and safety, environmental standards and business ethics.
Over the years, we have invested in expanding and upgrading our Manufacturing Units. During Fiscals 2025,
2024 and 2023, we added property, plant and equipment amounting to ₹184.52 million, ₹114.79 million and
₹20.40 million, respectively. We have recently expanded our third Manufacturing Unit with enhanced capabilities
for beta-lactam and cephalosporin products by adding fresh capacity of 543.38 million units, thereby increasing
the current installed capacity of our Manufacturing Facility to 4,594.76 million units. The said Manufacturing
Unit commenced commercial production in Fiscal 2026.
Further, in order to capture the growing demand for specialised products in the pharmaceutical industry, we intend
to establish a new EU-GMP-compliant unit, with a total capacity of 12,007.89 million units, which will include a
high-capacity OSD block, a dedicated oncology unit, a comprehensive penicillin portfolio (including tablets,
capsules, dry syrups and injectables), and an additional SVP manufacturing block. The unit will also feature sterile
manufacturing lines for ampoules, vials, dry powder injections and form–fill–seal (“FFS”) eye drops. Upon
commencement of commercial production in the proposed manufacturing unit, the aggregate installed capacity of
our Manufacturing Facility will increase to 16,602.65 million units. We intend to utilise an amount of ₹ 2,262.49
million from the Net Proceeds for part funding the capital expenditure required for setting up the proposed
manufacturing unit. For further details, please see the chapter titled “Objects of the Offer – Funding capital
expenditure requirements for setting up a new project to enhance existing manufacturing capacities and
manufacture new products” on page 100.
We use automatic temperature, pressure, and relative humidity sensors in certain areas of our Manufacturing Units
to preserve material integrity and prevent reaction or degradation of materials. We have integrated programmable
logic controllers in some of our equipment to enable preparation and strict adherence to pre-defined formulations,
minimizing human error and ensuring minimal chances of microbial contamination. Our Manufacturing Units are
also equipped with camera detectors, no-filled detectors and automated check-weighing solutions to identify and
reject defective materials and minimize product rejections. We believe that our semi-automated infrastructure
significantly reduces the need for human intervention, by eliminating the chance of defective products. For further
details, please refer to “Government and Other Approvals – Quality Related Certificates” and “History and
Certain Corporate Matters – Key awards, accreditations or recognitions” on pages 222 and 356, respectively of
this Draft Red Herring Prospectus.
We have served 154, 177 and 122 customers during the Fiscal 2025, 2024 and 2023, respectively. Our key CDMO
customers include Mankind Pharma Limited, German Remedies Pharmaceuticals Private Limited (a wholly
owned subsidiary of Zydus Healthcare Limited), Albert David Limited, Bion Therapeutics India Private Limited,
Jagsonpal Pharmaceuticals Limited, and Makers Laboratories Limited, among others.
313We have adopted a hybrid operating model wherein we offer contract manufactured products to institutional
customers as well as supply formulated products to both government agencies and private customers. This hybrid
approach helps us broaden our customer base and also de-risks long gestation involved with customers and
customer specific risks. Our ability to retain customers and generate repeat orders demonstrates the trust and
confidence placed by our customers in the quality, reliability and consistency of our products. Set forth below are
the number of repeat customers and new customers and the Revenue from Operations earned from such customers
during the Fiscals provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of Amount % of No. of Amount % of No. of Amount % of
Customers (₹ Revenue Customers (₹ Revenue Customers (₹ Revenue
million) from million) from million) from
Operations Operations Operations
Repeat Customers 116 1,782.50 92.72 87 1,095.33 79.37 51 712.50 86.44
New Customers 38 139.86 7.28 90 284.63 20.63 71 111.73 13.56
Total Customers 154 1,922.36 100.00 177 1,379.96 100.00 122 824.23 100.00
Over the years, we have shifted our strategy by realigning our focus toward high-value customers, particularly
those engaged in high-value products. This transition has enabled us to strengthen our financial outlook and build
sustainable growth for the business, as reflected in our revenue from operations growing at a CAGR of 52.72%,
EBITDA at a CAGR of 81.79%, and profit after tax at a CAGR of 99.36% between Fiscals 2023 and 2025. This
underscores the effectiveness of our strategic realignment and its contribution to strengthening our operating
performance. The following table sets out key financial parameters in the relevant periods:
(₹ in million except per share data or unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (1) 1,922.36 1,379.96 824.23
Revenue CAGR (%)(2) 52.72
EBITDA (3) 314.42 171.19 95.14
EBITDA Margin (%) (4) 16.36 12.41 11.54
EBITDA CAGR (%)(2) 81.79
PAT (5) 200.00 104.60 50.32
PAT Margin (%) (6) 10.40 7.58 6.11
PAT CAGR (%)(2) 99.36
Total Borrowings (7) 260.72 154.85 112.40
Net worth (8) 589.73 388.99 283.43
Return on Net Worth (RONW) (%) (9) 33.91 26.89 17.76
Return on Capital Employed (ROCE) (%)
36.43 33.31 21.49
(10)
Debt - Equity Ratio (11) 0.44 0.40 0.40
Fixed Assets Turnover Ratio(12) 4.32 4.74 4.17
Inventory Days(13) 75 66 96
Working Capital Days(14) 35 6 44
As certified by Statutory Auditors of our Company, vide their certificate dated September 10, 2025.
Notes:
1) Revenue from operations is calculated as revenue from operating activities;
2) CAGR = Compounded Annual Growth Rate;
3) EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by
obtaining the profit before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation and
impairment expense and reducing other income and exceptional items;
4) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
5) PAT represents net profit after tax for the year / period;
6) PAT Margin is calculated as PAT divided by revenue from operations;
7) Total Borrowings include current and non-current borrowings;
8) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid -
up share capital and all reserves created out of the profits and securities premium account and debit or credit balance
of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation.
9) Return on Net Worth is calculated as Net profit after tax divided by Net worth as at the end of the year;
31410) Return on Capital Employed is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus
depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (7) above + total current
& non-current borrowings– cash and cash equivalents and other bank balances;
11) Debt Equity Ratio is defined as total debt divided by total equity. Total debt is the sum of total current & non-current
borrowings; total equity means sum of equity share capital and other equity;
12) Fixed Assets Turnover Ratio is calculated as revenue from operations divided by the sum of net block of property, plant
and equipment as at the end of the Fiscal;
13) Inventory Days is calculated as inventory divided by cost of goods sold for the year;
14) Working Capital Days describes the number of days it takes for us to convert our working capital into revenue and is
calculated by deducting trade payable days from trade receivable days and inventory days. Trade payables days have been
calculated as trade payables divided by cost of goods sold multiplied by 365 days for the complete fiscal years. Trade
receivables days have been calculated as trade receivables divided by revenue from operations multiplied by 365 days for
the complete fiscal years. Inventory days have been calculated as defined in (13) above.
Principal Factors Affecting Our Results of Operations
Efficient operations and ability to maintain quality
As a CDMO, we own and operate Manufacturing Units to produce a wide range of dosage forms. Our products
and manufacturing processes are subject to stringent quality standards and specifications, typically specified by
our CDMO customers. Our contractual arrangements provide for periodic inspections and audits by our clients to
ensure adherence to quality standards and other specifications. We have implemented quality assurance systems
and standard operating procedures in all of our Manufacturing Units, which we believe enables us to meet the
requirements of our customers and maintain our track record of reliability. Owing to such systems, our
Manufacturing Units have received certifications confirming compliance with ISO 9001:2015 (quality
management system), ISO 14001:2015 (environmental management system) and ISO 45001:2018 (occupational
and safety management systems). We have also formulated and adopted a quality control policy prescribing
stringent quality control practices to ensure optimum quality standards. We leverage technology such as,
implementation of laboratory information and management system (“LIMS”) in our quality control laboratory for
data security and automation and to ensure quality control and compliance across our operations.
We employ internal controls and standards to ensure consistency, quality and adherence to regulatory and
contractual guidelines in relation to our products. The finished product delivered by us is further subject to
laboratory validation by certain customers. We are susceptible to risk of supply of defective products or product
which do not conform to their requirements. In instances of supply of deficient quality of products, our customers
are entitled to demand replacement of products at our cost or demand refund of the amount received from them
towards a defective order. Any defects in the packaging of the products retuned and those identified based on an
internal risk assessment, we repackage the products in line with the requirements of our customers and further
dispatch to their satisfaction. The details of sales returns are provided below:
(₹ in million, except %)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (A) 1,922.36 1,379.96 824.23
Sales Return (B) 3.55 2.43 6.21
Sales Return % (B/A) 0.18 0.18 0.75
We are subject to claims resulting from manufacturing defects or negligence in storage or handling. Additionally,
any quality concerns in our products result in regulatory actions such as, suspension of approvals, cancellation of
licenses, or blacklisting of our products.
Extensive regulation of the pharmaceutical industry
We operate in a highly regulated industry and our operations are subject to extensive regulation governing the
pharmaceutical market. The development, testing, manufacturing and sale of pharmaceutical products are subject
to extensive regulation in India and other countries. We are required to comply with the regulatory requirements
of various local, state, provincial and national regulatory authorities, such as, the state level food and drug
administrations (“FDA”), the Drugs Controller General of India (“DCGI”) and Central Drugs Standard Control
Organization of India (“CDSCO”), and for certain facilities involved in producing products for exports,
international regulatory authorities in Philippines and Kenya. We are subject to international and national
guidelines and regulations concerning development, testing, manufacturing processes, equipment and facilities,
including the WHO GMP as well as the Schedule M of the Drugs and Cosmetic Act, 1940 (“Schedule M”).
Further, as we expand our operations and geographic scope, we are exposed to more complex and new regulatory
315and administrative requirements and legal risks, which require expertise in which we have limited experience as
well as impose significant compliance costs on us.
In addition, applicable regulations have become increasingly stringent and if new legislation or regulations are
enacted or existing legislation or regulations are amended or are interpreted or enforced differently, if we are
required to obtain additional approvals or operate according to different manufacturing or operating standards.
This may require a change in our development and manufacturing techniques or additional capital investments in
our Manufacturing Facility. For instance, the revised Schedule M guidelines and stricter Good Manufacturing
Practices (GMP) compliance requirements are reshaping India's pharmaceutical sector by means of implementing
a unified 'One Quality, One Standard Policy' nationwide. As an immediate effect of the Schedule M, many smaller
Contract Development and Manufacturing Organizations (CDMOs) faced shutdown notices, potentially
benefiting larger players. As of May 2025, out of the 10,500 manufacturing units in India (which includes
MSMEs), many are yet to submit their upgrade plans under the revised Schedule M plans, with some of them
claiming insufficient timelines, leaving them on the verge of potential closure. In this regard, for MSMEs who
submitted their plans in Form A to the Central License Approving Authority were given an extension up to 31st
December 2025. (Source: F&S Report)
Cost of raw materials and other inputs
We procure APIs, excipients and packing materials, the key materials utilised in our manufacturing operations,
from our key suppliers. About 33.58% - 38.26% of total material purchases in the preceding three Fiscals was
contributed by our top ten material suppliers. The details of our material purchase for the periods indicated are as
under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount (₹ % of Amount (₹ % of
(₹ Purchases million) Purchases million) Purchases
million)
Top five suppliers 310.27 25.12 284.99 30.87 138.79 24.33
Top ten suppliers 426.08 34.50 353.25 38.26 191.58 33.58
The table below sets out details of our cost of materials consumed for the Fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ million) % of (₹ million) % of (₹ million) % of
Revenue Revenue Revenue
from from from
Operations Operations Operations
Cost of materials 1,166.07 60.66 914.60 66.28 561.88 68.17
consumed
Our success depends on the uninterrupted supply of raw materials and packing materials required for our
manufacturing activities. We have longstanding relationships with some of our key material suppliers, however
we do not have long term purchase agreements with such suppliers, and we typically procure raw materials
through purchase orders. Raw materials, including packaging materials, which are susceptible to supply
disruptions and price volatility influenced by a range of factors including fluctuations in commodity markets, the
quality and availability of raw materials, currency fluctuations, consumer demand, and changes in government
policies and regulatory sanctions.
Maintaining and enhancing relationships with customers
We derived about 79.37%-92.72% of our Revenue from Operations from repeat customers in the preceding three
Fiscals. Set forth below are the number of repeat customers and new customers, along with the revenue earned
from them during the Fiscals provided below:
316Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of Amount % of No. of Amount % of No. of Amount % of
Customer (₹ Revenue Customer(₹ million) Revenue Customer(₹ million) Revenue
s million) from s from s from
Operation Operation Operation
s s s
Repeat Customers 116 1,782.50 92.72 87 1,095.33 79.37 51 712.50 86.44
New Customers 38 139.86 7.28 90 284.63 20.63 71 111.73 13.56
Total Customers 154 1,922.36 100.00 177 1,379.96 100.00 122 824.23 100.00
Our relationship with our customers is dependent to a large extent on our ability to regularly meet customer
requirements, including price competitiveness, efficient and timely product deliveries, and consistent product
quality. Acquiring new customers involves additional expenses relating to onboarding such as, facility audits and
formulation registrations, whereas retaining existing customers typically allows us to offsets these costs during
the execution of their orders. Accordingly, we intend to maintain and grow the revenue share from our existing
customers, which increases the number of repeat orders received from them. In the event we are unable to meet
such requirements in future, it may result in decrease in orders or cessation of business from affected customers.
Industry competition and consolidation
We compete to provide outsourced pharmaceutical products to pharmaceutical companies in the CDMO industry.
Our competition in the CDMO sector includes formulation, loan licensing and commercial manufacturing of off-
patent products, including complex generics, in more complex delivery forms such as modified and sustained
release forms, in compliance with current Good Manufacturing Practices (“GMP”) with a focus on improved
safety, efficacy and cost. The Indian CDMO industry is marked by a fragmented yet specialized and competitive
landscape. This fragmentation creates intense competition but also provides flexibility and choice for
pharmaceutical clients seeking outsourcing partners. Some of the Indian CDMOs have built deep specialization
in select dosage forms such as oncology injectables, high-potency APIs (HPAPIs), ophthalmic, oral solids, dry
powders, liquids/ gels/ semi-solids, and sterile formulations, while others have chosen to diversify their offerings
basis specific end market focus across either regulated/ developed markets or emerging/ unregulated markets. This
dual approach of super specialization versus broad market focus is shaping competitive strategies across the sector.
(Source: F&S Report) The Indian CMO market is dominated by leading competitors including Akums, Innova
Captab, Windlas Biotech and many more. (Source: F&S Report)
We compete primarily on the basis of product portfolio (range of existing product portfolio and novelty of new
offerings), security of supply (quality, regulatory compliance and financial stability), service (on-time delivery
and manufacturing flexibility) and cost-effective manufacturing. Further, in global markets, we compete with local
companies, multinational corporations and companies from other emerging markets that are engaged in
manufacturing and marketing generic pharmaceuticals. In addition, as we grow our export operations, we expect
competition from major international generic manufacturers. Some of our competitors may have substantially
greater financial, marketing, technical or other resources than we possess. Greater financial, marketing, technical
or other resources may allow our competitors to respond to changes in market demand more quickly with new,
alternative or emerging technologies. We expect competition to intensify as technological advances and
consolidations continue. We also face price competition generally as other contract and generic manufacturers
enter the market. Any such price competition may be especially pronounced where our competitors source their
products from jurisdictions where production costs may be lower (sometimes significantly) than our production
costs. Any of these factors, in turn, could result in reductions in our sales prices and gross margin. For further
information, see “Industry Overview” on page 130.
SIGNIFICANT ACCOUNTING POLICIES
Note 1 - Corporate Information, Basis of Preparation and Material Accounting Policies
1.1 Group Overview
Cotec Healthcare Limited ("the Company") is a limited company incorporated in India on 22 December, 1998
under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing and
marketing pharmaceutical formulations. It specializes in a diverse range of therapeutic segments, providing high-
quality and affordable medicines to domestic and international markets.
317The Company’s manufacturing facility is located in Roorkee, Uttarakhand, India, and is equipped with state-of-
the-art technology compliant with applicable regulatory standards. The registered office address of the Company
is Kishanpur, Bhagwanpur, NH-74, Roorkee Dehradun Highway, Bhagwanpur, Haridwar, Uttarakhand, India-
247661. Company Identification Number of the company is U24232UT1998PTC016093. The Restated
Consolidated Financial Informations are approved for issue by the company’s board of directors on 2nd September
2025. Its Subsidairy Company, Rajinder Gyan Memorial Foundation ("Subsidiary") is engaged in Charitable
activities.
1.2 Basis of Preparation and summary of material accounting policies followed by the Group
1.2.1 First time adoption of Ind AS
The Restated Consolidated financial information comprise of the Restated Statement of Assets and Liabilities as
at March 31,2025, March 31, 2024 and March 31, 2023 ,the Restated Consolidated Statements of Profit and Loss
(including Other Comprehensive Income), the Restated Consolidated Statements of Changes in Equity and the
Restated Consolidated Statements of Cash Flows for the year ended March 31, 2025 , March 31, 2024 and March
31, 2023 and the Summary of Material accounting policies and other explanatory notes (collectively, the
‘Restated Consolidated Financial Information’).
These Restated Consolidated Financial Information have been prepared by the Management of the Company for
the purpose of inclusion in the Draft Red Herring Prospectus (‘DRHP’), Red Herring Prospectus (‘RHP’) and
Prospectus (collectively, “Offer Documents”) to be filed by the Company with the Securities Exchange Board of
India (SEBI), BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), as applicable in
connection with proposed Initial Public Offering (“IPO”) of its equity shares.
The Restated Consolidated Financial Information correspond to the classification provisions contained in Ind AS-
1 (Presentation of Financial Statements).
The transition to Ind AS has been carried out from the accounting principles generally accepted in India (Indian
GAAP), which is considered as the “Previous GAAP”, for purposes of Ind AS - 1.
These Restated Consolidated Financial Information have been approved by the Board of Directors and is prepared
by the management of the Company to comply in all material respects with the requirements of:
i. Section 26 of the Companies Act, 2013 (“the Act”)
ii. Paragraph A of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI ICDR Regulations”)
issued by the SEBI; and
iii. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
These Restated Consolidated Financial Information have been prepared by the management of the Company in
accordance with Ind AS 101, “First Time Adoption of Ind AS”, as these are the Company’s first Ind AS compliant
Consolidated Financial Statements for the year ended 31st March, 2025.
The Restated Consolidated Financial Information correspond to the classification provisions contained in Ind AS-
1 (Presentation of Consolidated Consolidated Financial Statements).
The transition to Ind AS has been carried out from the accounting principles generally accepted in India (Indian
GAAP), which is considered as the “Previous GAAP”, for purposes of Ind AS - 1.
The preparation of these Restated Consolidated Financial Information resulted in changes to the Company’s
accounting policies as compared to the most recent annual Consolidated Financial Statements prepared under
Previous GAAP, wherever necessary. All accounting policies and applicable Ind AS have been applied
consistently and retrospectively to all periods, including the previous financial year presented and the Ind AS
opening balance sheet as at 1st April, 2022 (Transition Date). The resulting difference between the carrying
amounts under Ind AS and Previous GAAP as on the Transition Date has been recognised directly in Retained
318Earnings. An explanation of the effect of the transition from Previous GAAP to Ind AS on the Company’s equity
and profit is provided in Note 34.
The Restated Consolidated Financial Information has been prepared by the Management of the Company from
the Special Purpose Ind AS Consolidated Financial Statements of the company as at and for the year ended 31
March 2025, 31 March 2024, 31 March 2023 prepared in accordance with Indian Accounting Standard (Ind AS),
as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India, which have been approved by the Board of
Directors at their meeting held on 2nd September 2025. The Restated Ind AS Consolidated Financial Statements
have been prepared by making Ind AS adjustments to the audited statutory Indian GAAP financial statements of
the Company as at and for the year ended March 31, 2023, March 31, 2024 and March 31, 2025 prepared in
accordance with the accounting standards notified under the Section 133 of the Act (“Indian GAAP”). Under
Indian GAAP, preparation of consolidated financial statements was not applicable. However, pursuant to IND AS
110, the requirement of consolidation became applicable. Accordingly, the Company has prepared Restated
Consolidated Financial Informations incorporating the impact of consolidation of its subsidiary.
The Restated Consolidated Financial Information have been prepared after incorporating adjustments for the
changes in accounting policies, material errors, if any, and regrouping/reclassifications retrospectively (as
disclosed in the Restated Consolidated Financial Information- Refer 34 and 35 of the restated consolidated
financial information) to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at end for the period ended 31 March 2025.
The Restated Special Purpose Ind AS Consolidated Financial Information referred above have been prepared
solely for the purpose of preparation of Consolidated Financial Information for inclusion in the Offer Documents
in relation to proposed IPO. Hence these Restated Ind AS Consolidated Financial statements are not suitable for
any other purpose other than for the purpose of preparation of Consolidated Restated Financial Information.
1.2.2 Statement of Compliance
The Restated Consolidated Financial Information of Cotec Healthcare Limited and its Subsidiary have been
prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies
Act, 2013 (‘the Act’) read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended
from time to time on accrual basis. The Restated Consolidated Financial Informations comply with IND AS
notified by the Ministry of Corporate Affairs ("MCA"). The Group has consistently applied the accounting
policies used in the preparation for all periods presented.
1.2.3 Principles of Consolidation
The Restated Consolidated Financial Information comprise the financial statements of the Company & its
subsidiary. A subsidiary is an entity in which the Parent, directly or indirectly, holds more than 50% of the voting
power or otherwise has the ability to control the composition of the board of directors or governing body so as to
obtain economic benefits from its activities.
The Restated Consolidated Financial Information are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the group uses accounting policies other
than those adopted in the consolidated financial statements, appropriate adjustments are made to that group
member’s financial statements in preparing the The Restated Consolidated Financial Information to ensure
conformity with the group’s accounting policies. The consolidated financial statements have been prepared on the
following basis:
(a) The financial statements of the subsidiary are combined on a line-by-line basis by adding together the like
items of assets, liabilities income and expenses after fully eliminating intra-group balances and intra-group
transactions and unrealized profits or losses in accordance with IND AS 110 -'Consolidated Financial Statements'
notified under Section 133 of the Act, read with Companies (lndian Accounting Standards) Rules, 2015 as
amended from time to time.
(b) The difference between the cost of investment and share of net assets at the time of acquisition of shares in the
subsidiary is identified in the financial statements as goodwill or capital reserve as the case may be.
319(c) The Restated Consolidated Financial Informations comprises the financial statements of Cotec Healthcare
Limited ("Parent") and its following Subsidiary, and as on March 31, 2025.
Name of Company Nature Country of Incorporation % of shareholding and
Voting Power
Rajinder Gyan Memorial Subsidiary India 60%
Foundation (w.e.f 10.07.2024)
1.2.4 Basis of Measurement
The Restated Consolidated Financial Information have been prepared on accrual basis and under the historical
cost convention except for the items that have been measured at fair value as required by relevant IND AS.
1.2.5 Functional and Presentation Currency
The Restated Consolidated Financial Information are presented in Indian Rupees (₹), which is also the Group’s
functional currency and all values are rounded to the nearest Million and upto 2 decimal places, except when
otherwise indicated.
1.2.6 Fair value measurement
The Group measures financial instruments at fair value at each reporting date.
Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy in which they
fall.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as
possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during
which the change has occurred.
1.2.7 Current and Non- Current Classification
All Assets and Liabilities have been classified as current or non-current as per the Group’s normal operating cycle
and other criteria set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of
activities of the Group and their realisation in cash and cash equivalent, the Group has determined its operating
cycle as twelve months for the purpose of current and non-current classification of assets and liabilities. Deferred
tax assets and liabilities are classified as non-current assets and liabilities.
1.2.8 Accounting judgements, estimates and assumptions:
The preparation of Restated Consolidated Financial Information in conformity with Ind AS requires management
to make judgments, estimates and assumptions that affect the application of accounting policies and the reported
320amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods affected. In particular, information about
significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the
most significant effect on the amounts recognized in the financial statements is included in the following notes:
Income taxes: The Company’s tax jurisdiction is India. Current tax represents the amount of income tax payable
in respect of taxable income for the year, computed in accordance with the provisions of the Income Tax Act,
1961. Current tax assets and current tax liabilities are offset when the Company has a legally enforceable right to
set off and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits together with future tax planning
strategies.
Deferred taxes: Deferred tax is recognized on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and their respective tax bases used in the computation of taxable profit.
Deferred tax is measured at the tax rates and tax laws that have been enacted or substantively enacted by the
reporting date. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are
recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be
available against which such deductible temporary differences can be utilized. Deferred tax assets and liabilities
are offset when they relate to income taxes levied by the same taxation authority and the Company has a legally
enforceable right of set off. Deferred tax assets are reviewed at each balance sheet date to reassess their
realizability.
Current and deferred tax are recognized in the Statement of Profit and Loss, except when they relate to items
recognized in Other Comprehensive Income (OCI) or directly in equity, in which case the tax is also recognized
in OCI or directly in equity, respectively.
Provisions and Contingencies: The Assessments undertaken in recognising the provisions and contingencies
have been made in accordance with Ind AS 37, 'Provisions, Contingent Liabilities and Assets'. The evaluation of
the likelihood of the contingent events has required best judgement by management regarding the probability of
exposure to potential loss. Should circumstances change following unforeseeable developments, this likelihood
could alter.
Other estimates: Other estimates: The preparation of Restated Consolidated Financial Information involves
estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities
at the date of financial statements and the reported amount of revenues and expenses for the reporting period.
Specifically, the Company estimates the probability of collection of accounts receivable by analysing historical
payment patterns etc.
1.3 Material Accounting Policies
1.3.1 Property, plant and equipment and depreciation/amortization
A. Property, Plant and Equipment Property, plant and equipment are stated at historical cost.
B. Depreciation and Amortization Depreciation on Property, Plant and Equipment's is provided on straight line
basis, in the manner specified in Schedule II to the Companies Act, 2013, unless otherwise stated. In the case of
assets where impairment loss is recognized, the revised carrying amount is depreciated over the remaining
estimated useful life of the asset.
Gains or losses arising from discard/sale of Property, Plant and Equipment's, if any, are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the restated statement
of profit and loss when the asset is discarded/sold.
C. Transition to Ind AS On transition to Ind AS, the Holding Company has elected to continue with the carrying
value of its property, plant and equipment recognized as at 1st April, 2022 measured as per the previous GAAP
and use that carrying value as the deemed cost of the property, plant and equipment.
1.3.2 Cash and Cash Equivalents
321Cash and Cash Equivalents includes cash on hand, balance with banks on current accounts, demand deposits with
banks where the original maturity is three months or less and other short-term highly liquid investments.
1.3.3 Financial Instruments
A Financial Instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
1. Financial Assets
Financial Assets includes Cash and Cash Equivalents, Investments and Other Financial Assets.
Financial Assets are measured at amortized cost or fair value through Other Comprehensive Income or fair
value through Statement of Profit or Loss, depending on its business model for managing those financial
assets and the assets contractual cash flow characteristics.
Subsequent measurements of financial assets are dependent on initial classification. For impairment purposes
significant financial assets are tested on an individual basis, other financial assets are assessed collectively in
groups that share similar credit risk characteristics.
The company derecognizes a financial assets when the contractual rights to the cash flows from the financial
assets expire or it transfers the financial assets and the transfer qualifies for the de-recognition under Ind AS
109.
The company assesses impairment based on the expected credit losses (ECL) model to all its financial assets
measured at amortized cost.
2. Financial Liabilities
Financial liabilities include Borrowings and Other Current Financial Liabilities.
All financial liabilities recognized initially at fair value, and in case of other payables, net of directly
attributable transaction cost.
After initial recognition, financial liabilities are classified under one of the following two categories:
Financial liabilities at amortized cost: interest bearing loans and borrowings are measured at
amortized cost using the Effective Interest Rate ("EIR") method.
Financial liabilities at fair value through profit or loss: Financial liabilities which are designated as such
on initial recognition, or which are held for trading. Fair value gains / losses attributable to changes in own
credit risk is recognised in OCI. These gains / losses are not subsequently transferred to Statement of Profit
and Loss. All other changes in fair value of such liabilities are recognised in the Statement of Profit and Loss.
De-recognition of Financial Liability: A Financial Liability is derecognized when the obligation under the
liability is discharged or cancelled or expires.
1.3.4 Impairment of non-financial assets
The carrying amount of the Company’s non-financial assets, other than deferred tax assets are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the
asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risk specific to the
asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into
the smallest group of assets that generates cash inflows from the continuing use that are largely independent of
cash inflows of other assets or group of assets (the cash generating unit).
322An impairment loss is recognized if the carrying amount of an asset or its cash generating unit exceeds its
estimated recoverable amount.
Impairment losses are recognised in the Statement of Profit and Loss. Impairment losses are recognised in respect
of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units
and then to reduce the carrying amount of the other assets in the unit or group of units on a pro rata basis.
1.3.5 Earnings per share
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the
Holding Company by the weighted average number of equity shares outstanding during the period.
Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the
Holding Company by the weighted average number of equity shares considered for deriving basic earnings per
equity share and also the weighted average number of equity shares that could have been issued upon conversion
of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning
of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each
period presented.
1.3.6 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate of the amount of the obligation. When the Group expects some or all of a
provision to be reimbursed, the reimbursement is recognized as a separate asset, but only when the reimbursement
is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any
reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre
tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognized as a finance cost.
Contingent liability is disclosed in the case of:
• A present obligation arising from past events, when it is not probable that an outflow of resources will be required
to settle the obligation.
• A present obligation arising from past events, when no reliable estimate is possible:
• A possible obligation arising from past events, unless the probability of outflow of resources is remote.
Provisions, contingent liabilities & contingent assets are reviewed at each balance sheet date.
1.3.7 Revenue recognition
Revenue is recognized upon transfer of control of promised products or services to its customers in an amount
that reflects the consideration we expect to receive in exchange for those products or services when the Company
acts as a principal.
The following specific recognition criteria must also be met before revenue is recognized:
Sale of Goods: Revenue from sale goods is recognised upon delivery of the goods or when the material is shipped
to the customer (as may be specified in the contract) and title have passed and when no significant uncertainty
exists regarding the amount of the consideration that will be derived from the sale of the goods and regarding its
collection. The amount recognised as revenue is net of taxes, sales returns, and trade discounts.
Sale of Services: Revenue is measured based on the consideration specified in a contract with customer. Revenue
is recognised at a point in time when the customer is satisfied of the performance obligation by transferring goods
involving services are shipped to the customer.
Other Income:
Interest Income on deposits Interest income from a financial asset is recognised when it is probable that the
economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income
is accrued on a time basis, using effective interest rate (EIR) method.
3231.3.8 Inventories
Inventories (including goods in transit) are valued at the lower of cost and net realisable value after providing for
obsolescence and other losses, when considered necessary. Net realisable value represents the estimated selling
price for inventories less all estimated costs of completion and costs necessary to make the sale. Cost of inventory
comprises all cost of purchase and other cost incurred in bringing the inventories to the present location and
condition. Costs of inventories are determined on FIFO method (First in First Out) basis.
1.3.9 Borrowing cost
Borrowing cost, if any, related to a qualifying asset is worked out on the basis of actual utilization of funds out of
investment specific loans and/or other borrowings to the extent identifiable with the qualifying asset and is
capitalized with the cost of qualifying asset till the time the qualifying asset is put to use. Other borrowing costs
incurred during the period are charged to statement of profit and loss.
1.3.10 Taxes on Income
a) Current Tax
Borrowing cost, if any, related to a qualifying asset is worked out on the basis of actual utilization of funds out of
investment specific loans and/or other borrowings to the extent identifiable with the qualifying asset and is
capitalized with the cost of qualifying asset till the time the qualifying asset is put to use. Other borrowing costs
incurred during the period are charged to statement of profit and loss.
b) Deferred Tax
Deferred Tax is recognized, subject to consideration of prudence, on timing difference, being the difference
between taxable income and accounting income that originates in one period and is capable of reversal in one or
more subsequent years.
1.3.11 Statement of Cash Flows
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash flows from operating,
investing and financing activities of the Group are segregated.
1.3.12 Employee Benefits
(a) Short term employee benefits
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within
12 months after the end of the period in which the employees render the related services are recognised in respect
of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance
sheet.
(b) Other long-term employee benefits
These liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period
in which the employees render the related services. They are therefore measured as the present value of expected
future payments to be made in respect of services provided by the employees upto the end of the end of the
reporting period using the projected unit credit method. The benefits are discounted using the market yields at the
end of the reporting period that have terms approximating to the terms of the related obligations. Re-measurements
as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional
right to defer the settlement for at least 12 months after the reporting period, regardless of when the actual
settlement is expected to occur.
324(c) Post-employment employee benefits
The Holding Company operates the following post-employment schemes:
Defined contribution plans
The Holding Company's contribution to provident fund are considered as defined contribution plans and are
charged as an expense based on the amount of contribution required to be made at the determined rate as and
when services are rendered by the employees. The Holding Company’s contribution is recognized as an expense
in the Statement of Profit and Loss during the period in which the employee renders the related service.
Defined benefit plans
The Holding Company’s Gratuity plan is a defined benefit plan. The present value of the obligation under defined
benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method.
The obligation is measured at the present value of the estimated future cash flows using a discount rate based on
the market yield on government securities of a maturity period equivalent to the weighted average maturity profile
of the defined benefit obligations at the Balance Sheet date.
Remeasurement, comprising actuarial gains and losses is recognised in other comprehensive income and is
reflected in retained earnings and the same is not eligible to be reclassified to profit or loss.
Defined benefit costs comprising current service cost, past service cost and gains or losses on settlements are
recognised in the Statement of Profit and Loss as employee benefit expenses. Interest cost implicit in defined
benefit employee cost is recognised in the Statement of Profit and Loss under finance cost. Gains or losses on
settlement of any defined benefit plan are recognised when the settlement occurs. Past service cost is recognised
as expense at the earlier of the plan amendment or curtailment and when the Company recognises related
restructuring costs or termination benefits.
1.3.13 Foreign Currency transactions
Foreign currency transactions are recorded at the rates of exchange prevailing on the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the re- measurement
of monetary items denominated in foreign currency translated into rupees at year-end exchange rates are
recognised in Statement of Profit and Loss.
Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities are
recognised as income or expense in the Statement of Profit and Loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the
exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated
using the exchange rates at the date when fair value was determined.
1.3.14 Leases
Where the Company is a lessee
For the lease contracts where the Group is a lessee, it recognizes right-of-use asset and lease liability.
Right-of-use assets:
At the commencement of lease, right-of-use asset is recognized at cost. Cost comprises of initial measurement of
lease liability, lease payments made before commencement date less lease incentives, initial direct costs incurred
by the Company and estimate of any dismantling cost.
Right-of-use assets are amortized over the lease term.
The right-of-use assets are subsequently measured at cost less accumulated depreciation and any accumulated
impairment. Adjustment is made for any remeasurement of lease liability.
325Lease liability:
At the commencement of lease the Group measures the lease liability at the present value of lease payments not
paid at commencement date. The lease payments are discounted using the Company’s incremental borrowing rate.
Lease liabilities are subsequently increased by interest on the lease liability and reduced by the lease payments. It
is adjusted to reflect any reassessment or lease modifications.
Short term lease and low value leases:
The Group does not recognise right-of-use assets and lease liabilities for short-term leases that have a lease term
of 12 months or less and leases of low value assets. The Group recognises the lease payments associated with
these leases as an expense on a straight line basis over the lease term.
Transition
From April 1,2022 the Holding Company has adopted 'Ind AS 116 - Leases' and applied to all lease contracts
existing on April 1, 2022 using the Modified Retrospective Approach with Right of Use Asset recognised at an
amount equal to the adjusted lease liability.
PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Set forth below are the principal components of statement of profit and loss from our continuing operations:
Income
Our total income comprises of: (i) revenue from operations; and (ii) other income.
Revenue from Operations
Revenue from operations comprises of sale of products, sale of services and other operating revenue. Sale of
Product comprises income from sale of manufactured products and sale of service comprises income from loan
licensing services.
Other Income
Other income consists of lease income, interest income, foreign exchange fluctuation and fair valuation of
investments in mutual fund.
Expenses
Our expenses consists of cost of material consumed, change in inventories, employee benefit expenses, finance
cost, depreciation, amortisation expenses and other expenses.
Cost of Material Consumed
Cost of material consumed comprises consumption of raw materials used in manufacturing.
Changes in inventories
Changes in inventories comprises net increase or decrease in inventories of finished goods and work in process.
Employee Benefits Expense
Employee benefits expenses comprise salaries, wages and bonus, gratuity expense, contribution to provident and
other funds and staff welfare expenses.
326Finance Costs
Finance cost comprises interest expense on our borrowings including cash credit and term loans, lease liabilities, and
other borrowing costs.
Depreciation and Amortisation expenses
Depreciation and amortisation expenses comprises depreciation on property, plant and equipment and
amortisation of right of use assets.
Other Expenses
Other expenses primarily comprise expenses pertaining to freight and forwarding, power and fuel, commission
and brokerage, delay delivery charges, repair and maintenance, and testing expenses amongst others.
OUR RESULTS OF OPERATIONS
The following tables set forth our selected financial data from our Restated Consolidated Financial Statement of
profit and loss for the Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage
of total income for such years:
(in ₹ million, except percentage)
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Particulars
Amounts Total Amounts Total Amounts Total
Income Income Income
Income
Revenue from operations 1,922.36 99.67 1,379.96 99.68 824.23 99.71
Other income 6.35 0.33 4.40 0.32 2.36 0.29
Total Income 1,928.71 100.00 1,384.36 100.00 826.59 100.00
Expenses
Cost of materials consumed 1,166.07 60.46 914.60 66.07 561.88 67.98
Change in inventories (5.54) (0.29) (14.16) (1.02) (24.87) (3.01)
Employee benefit expenses 173.40 8.99 122.94 8.88 73.84 8.93
Finance costs 21.33 1.11 13.20 0.95 10.31 1.25
Depreciation and amortisation 31.17 1.62 22.23 1.61 17.76 2.15
expense
Other expenses 274.01 14.21 185.39 13.39 118.24 14.30
Total expenses 1,660.44 86.09 1,244.20 89.88 757.16 91.60
Profit before tax 268.27 13.91 140.16 10.12 69.43 8.40
Tax expense
Current tax 63.58 3.30 33.34 2.41 20.07 2.43
Deferred tax 4.69 0.24 2.22 0.16 (0.96) (0.12)
Profit for the year 200.00 10.37 104.60 7.56 50.32 6.09
Fiscal 2025 compared to Fiscal 2024
Income
Our total income increased by ₹ 544.35 million to ₹ 1,928.71 million in Fiscal 2025 from ₹ 1,384.36 million in
Fiscal 2024 primarily due to an increase in revenue from operations.
Revenue from Operations
Our revenue from operations increased by 39.31% to ₹ 1,922.36 million in Fiscal 2025 from ₹ 1,379.96 million
in Fiscal 2024. The increase was primarily attributable to increase in revenue from sale of product by ₹ 546.42
million.
Other income
Our other income increased by 44.32% to ₹ 6.35 million in Fiscal 2025 from ₹ 4.40 million in Fiscal 2024
327primarily due to increase in (i) Interest Income to ₹ 4.83 million in Fiscal 2025 from ₹ 3.06 million in Fiscal 2024
(ii) Fair valuation of investments in mutual fund to ₹ 0.24 million in Fiscal 2025 from NIL in Fiscal 2024 and (iii)
Lease income to ₹ 1.28 million in Fiscal 2025 from ₹ 1.14 million in Fiscal 2024. This increase was partially set-
off by decrease in revenue generated from foreign exchange fluctuation to NIL in Fiscal 2025 from ₹ 0.20 million
in Fiscal 2024.
Expenses
Our total expenses increased by 33.45% to ₹ 1,660.44 million in Fiscal 2025 from ₹ 1,244.20 million in Fiscal
2024 primarily due to increases in our cost of materials consumed, change in inventories, employee benefits
expense, finance costs, depreciation and amortisation expense, and other expenses.
Cost of material consumed
Cost of materials consumed increased by 27.50% to ₹ 1,166.07 million in the Fiscal 2025 from ₹ 914.60 million
in Fiscal 2024, primarily in line with the increase in business operations.
Change in Inventories
Change in Inventories increased by 60.88% to ₹ (5.54) million in the Fiscal 2025 from ₹ (14.16) million in Fiscal
2024. During the Fiscal 2025, our opening stock aggregated to ₹ 49.09 million as compared to ₹ 34.93 million
during the Fiscal 2024. Similarly, during the Fiscal 2025, our closing stock aggregated to ₹ 54.63 million as
compared to ₹ 49.09 million during the Fiscal 2024. This was primarily on account of increased consumption of
materials due to an increase in our operating activities, due to which higher closing stock was maintained at the
end of the Fiscal 2025.
Employee Benefit Expenses
Employee Benefit Expenses increased by 41.04% to ₹ 173.40 million in the Fiscal 2025 from ₹ 122.94 million in
Fiscal 2024 primarily due to increase in (i) Salaries, wages and bonus to ₹ 164.90 million in the Fiscal 2025 from
₹ 116.60 million in Fiscal 2024, (ii) Gratuity expenses to ₹ 1.76 million in the Fiscal 2025 from ₹ 1.09 million in
Fiscal 2024, (iii) Contribution to provident and other funds to ₹ 4.14 million in the Fiscal 2025 from ₹ 3.58 million
in Fiscal 2024 and (iv) Staff welfare expenses to ₹ 2.60 million in the Fiscal 2025 from ₹ 1.67 million in Fiscal
2024. This increase was on account of addition of Senior Management and technical personnel to support our
manufacturing operations and annual increments.
Finance Cost
Finance Cost increased by 61.59% to ₹ 21.33 million in the Fiscal 2025 from ₹ 13.20 million in Fiscal 2024
primarily due to increase in (i) interest on cash credit to ₹ 10.67 million in the Fiscal 2025 from ₹ 5.53 million in
Fiscal 2024 on account of increase in working capital facilities availed by the company, (ii) interest on term loan
to ₹ 4.83 million in the Fiscal 2025 from ₹ 3.91 million in Fiscal 2024 on account of increase in term loan facilities
for purchase of equipments for enterprise development availed by the company, (iii) interest on other borrowings
to ₹ 1.43 million in the Fiscal 2025 from ₹ 1.26 million in Fiscal 2024 and (iv) other borrowing cost to ₹ 4.35
million in the Fiscal 2025 from ₹ 2.34 million in Fiscal 2024. This was partially set off by decrease in interest on
lease liabilities to ₹ 0.05 million in the Fiscal 2025 from ₹ 0.16 million in Fiscal 2024.
Depreciation and amortisation expenses
Depreciation and amortisation expenses increased by 40.22% to ₹ 31.17 million in the Fiscal 2025 from ₹ 22.23
million in Fiscal 2024 primarily due to increase in depreciation on property, plant and equipment to ₹ 30.30 million
in the Fiscal 2025 from ₹ 21.36 million in Fiscal 2024, on account of additions to property, plant and equipment
amounting to ₹ 184.52 million in Fiscal 2025.
Other Expenses
Other expenses increased by 47.80% to ₹ 274.01 million in the Fiscal 2025 from ₹ 185.39 million in Fiscal 2024
primarily due to increase in (i) Freight & forwarding charges to ₹ 49.01 million from ₹ 26.22 million, (ii) Power
& Fuel to ₹ 48.41 million from ₹ 40.30 million, (iii) Delay Delivery Charges to ₹ 45.43 million from ₹ 17.71
million, (iv) Repair and maintenance to ₹ 38.16 million from ₹ 24.73 million, (v) testing expenses to ₹ 13.10
328million from ₹ 7.97 million (vi) Security Expenses to ₹ 6.10 million from 2.44 million, (vii) Stores and spares to
₹ 5.90 million from 3.41 million, (viii) fee & subscription to ₹ 3.51 million from 1.78 million, (ix) legal &
professional expenses to ₹ 2.78 million from 0.53 million and (x) Other miscellaneous expenses (contributes less
than 1%) including vehicle running & maintenance, travelling expenses, CSR expense, insurance expenses,
business promotion expenses, printing & stationery, lease expenses amongst others increased to ₹ 16.04 million
from 12.31 million. This increase was primarily decrease by decrease in (i) commission and brokerage to ₹ 45.57
million from ₹ 47.99 million.
Below is the breakdown of our other expenses for Fiscal 2025 and Fiscal 2024
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 % Change
Freight & forwarding charges 49.01 26.22 86.92
Power & fuel 48.41 40.30 20.12
Commission & brokerage 45.57 47.99 (5.04)
Delay Delivery Charges 45.43 17.71 156.52
Repair & maintenance 38.16 24.73 54.31
Testing expenses 13.10 7.97 64.37
Security expense 6.10 2.44 150.00
Stores & Spares 5.90 3.41 73.11
Fee & Subscriptions 3.51 1.78 97.19
Legal & professional expenses 2.78 0.53 424.53
Other miscellaneous expenses 16.04 12.31 30.30
Total Other Expenses 274.01 185.39 47.80
Tax Expenses
Current tax increased to ₹ 63.58 million in Fiscal 2025 compared to ₹ 33.34 million in Fiscal 2024 due to the
increase in profit before tax ₹ 268.27 million in Fiscal 2025 compared to ₹ 140.16 million in Fiscal 2024 . Deferred
tax increased to ₹ 4.69 million in Fiscal 2025 compared to ₹ 2.22 million in Fiscal 2024.
Profit for the period
For the various reasons discussed above, we recorded a profit for the year of ₹ 200.00 million in Fiscal 2025
compared to profit for the year of ₹ 104.60 million in Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Income
Our total income increased by ₹ 557.77 million to ₹ 1,384.36 million in Fiscal 2024 from ₹ 826.59 million in
Fiscal 2023 primarily due to an increase in revenue from operations.
Revenue from Operations
Our revenue from operations increased by 67.42% to ₹ 1,379.96 million in Fiscal 2024 from ₹ 824.23 million in
Fiscal 2023. The increase was primarily attributable to increase in revenue from sale of product by ₹ 554.29
million.
Other income
Our other income increased by 86.44% to ₹ 4.40 million in Fiscal 2024 from ₹ 2.36 million in Fiscal 2023
primarily due to increase in (i) Interest Income to ₹ 3.06 million in Fiscal 2024 from ₹ 1.36 million in Fiscal 2023
and (ii) Lease income to ₹ 1.14 million in Fiscal 2024 from ₹ 0.56 million in Fiscal 2023. This was partially set-
off by decrease in revenue generated from foreign exchange fluctuation to ₹ 0.20 million in Fiscal 2024 from ₹
0.44 million in Fiscal 2023.
Expenses
329Our total expenses increased by 64.32% to ₹ 1,244.20 million in Fiscal 2024 from ₹ 757.16 million in Fiscal 2023
primarily due to increases in our cost of materials consumed, change in inventories, employee benefits expense,
finance costs, depreciation and amortisation expense, and other expenses.
Cost of material consumed
Cost of materials consumed increased by 62.77% to ₹ 914.60 million in Fiscal 2024 from ₹ 561.88 million in
Fiscal 2023, primarily in line with the increase in business operations.
Change in Inventories
Change in Inventories increased by 43.06% to ₹ (14.16) million in Fiscal 2024 from ₹ (24.87) million in Fiscal
2024. During the Fiscal 2024, our opening stock aggregated to ₹ 34.93 million as compared to ₹ 10.06 million
during the Fiscal 2023. Similarly, during the Fiscal 2024, our closing stock aggregated to ₹ 49.09 million as
compared to ₹ 34.93 million during the Fiscal 2023. This was primarily on account of increased consumption of
materials due to an increase in our operating activities.
Employee Benefit Expenses
Employee Benefit Expenses increased by 66.50% to ₹ 122.94 million in Fiscal 2024 from ₹ 73.84 million in Fiscal
2023 primarily due to increase in (i) Salaries, wages and bonus to ₹ 116.60 million in Fiscal 2024 from ₹ 69.19
million in Fiscal 2023, (ii) Gratuity expenses to ₹ 1.09 million in Fiscal 2024 from ₹ 0.83 million in Fiscal 2023,
(iii) Contribution to provident and other funds to ₹ 3.58 million in Fiscal 2024 from ₹ 2.08 million in Fiscal 2023.
This was partially set-off by decrease in staff welfare expenses to ₹ 1.67 million in Fiscal 2024 from ₹ 1.74 million
in Fiscal 2023. This increase was on account of an increase in number of our employees to 460 in Fiscal 2024
from 310 in Fiscal 2023 and annual increment in salaries.
Finance Cost
Finance Cost increased by 28.02% to ₹ 13.20 million in Fiscal 2024 from ₹ 10.31 million in Fiscal 2024 primarily
due to increase in (i) interest on term loan to ₹ 3.91 million in Fiscal 2024 from ₹ 2.52 million in Fiscal 2024 on
account of increase in term loan facilities for purchase of equipments for enterprise development availed by the
company, (iii) interest on other borrowings to ₹ 1.26 million in the Fiscal 2024 from ₹ 0.93 million in Fiscal 2023
and (iv) other borrowing cost to ₹ 2.34 million in Fiscal 2024 from ₹ 0.54 million in Fiscal 2023. This was partially
set-off by decrease in (i) interest on cash credit to ₹ 5.53 million in Fiscal 2024 from ₹ 5.65 million in Fiscal 2023
and (ii) interest on lease liabilities to ₹ 0.16 million in Fiscal 2024 from ₹ 0.67 million in Fiscal 2023.
Depreciation and amortisation expenses
Depreciation and amortisation expenses increased by 25.17% to ₹ 22.23 million in Fiscal 2024 from ₹ 17.76
million in Fiscal 2023 due to increase in depreciation on property, plant and equipment to ₹ 21.36 million in Fiscal
2024 from ₹ 16.89 million in Fiscal 2023, on account of additions to property, plant and equipment amounting to
₹ 114.79 million in Fiscal 2024.
Other Expenses
Other expenses increased by 56.79% to ₹ 185.39 million in Fiscal 2024 from ₹ 118.24 million in Fiscal 2023
primarily due to increase in (i) Freight & forwarding charges to ₹ 26.22 million from ₹ 14.14 million, (ii) Power
& Fuel to ₹ 40.30 million from ₹ 26.56 million, (iii) Commission & brokerage to ₹ 47.99 million from ₹ 17.17
million, (iv) Delay Delivery Charges to ₹ 17.71 million from ₹ 14.92 million, (v) Repair and maintenance to ₹
24.73 million from ₹ 21.72 million, (vi) Testing expenses to ₹ 7.97 from ₹ 6.21 million (vii) Security Expenses to
₹ 2.44 million from ₹ 2.26 million, (viii) Stores and spares to ₹ 3.41 million from ₹ 0.57 million, and (ix) Other
miscellaneous expenses including vehicle running & maintenance, travelling expenses, CSR expense, insurance
expenses, business promotion expenses, printing & stationery, lease expenses amongst others increased to ₹ 12.31
million from ₹ 11.05 million. This increase was primarily decrease by decrease in (i) fee and subscriptions to ₹
1.78 million from ₹ 2.98 million and (ii) legal and professional expenses to ₹ 0.53 million from ₹ 0.66 million..
Below is the breakdown of our other expenses for Fiscal 2024 and Fiscal 2023:
330(₹ in million)
Particulars Fiscal 2024 Fiscal 2023 % Change
Freight & forwarding charges 26.22 14.14 85.43
Power & fuel 40.30 26.56 51.73
Commission & brokerage 47.99 17.17 179.50
Delay Delivery Charges 17.71 14.92 18.70
Repair & maintenance 24.73 21.72 13.86
Testing expenses 7.97 6.21 28.34
Security expense 2.44 2.26 7.96
Stores & Spares 3.41 0.57 498.25
Fee & Subscriptions 1.78 2.98 (40.27)
Legal & professional expenses 0.53 0.66 (19.70)
Other miscellaneous expenses 12.31 11.05 11.40
Total Other Expenses 185.39 118.24 56.79
Tax Expenses
Current tax increased to ₹ 33.34 million in Fiscal 2024 compared to ₹ 20.07 million in Fiscal 2023 due to the
increase in profit before tax ₹ 140.16 million in Fiscal 2024 compared to ₹ 69.43 million in Fiscal 2023 . Deferred
tax increased to ₹ 2.22 million in Fiscal 2024 compared to ₹ (0.96) million in Fiscal 2023.
Profit for the period
For the various reasons discussed above, we recorded a profit for the year of ₹ 104.60 million in Fiscal 2024
compared to profit for the year of ₹ 50.32 million in Fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Historically, our primary liquidity and capital requirements have been to finance our capital expenditure and
working capital needs for our operations. We have met these requirements through internal accruals, equity
infusions from shareholders and borrowings. As of March 31, 2025, we had ₹ 0.75 million in cash and cash
equivalents, ₹ 72.21 million in other bank balances other than cash and cash equivalents and ₹ 525.67 million in
trade receivables. We believe that after taking into account the expected cash to be generated from operations, our
borrowings and the proceeds from the Offer, we will have sufficient liquidity for our present requirements and
anticipated requirements for capital expenditure and working capital for the next 12 months.
CASH FLOWS
The following table summarise our cash flows data for the years indicated:
(in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash flow (used in)/ generated from Operating Activities 106.11 70.07 68.52
Cash flow (used in)/ generated from Investing Activities (189.12) (98.21) (43.21)
Cash flow (used in)/ generated from financing activities 83.61 28.21 (25.54)
Net increase/ (decrease) in cash and cash equivalents 0.60 0.07 (0.24)
Opening balance of Cash and Cash Equivalents 0.15 0.08 0.31
Closing balance of Cash and Cash Equivalents 0.75 0.15 0.08
Operating Activities
Fiscal 2025
Net cash generated from operating activities for the Fiscal 2025 was ₹ 106.11 million. Our profit before tax was
₹ 268.27 million. Our operating profit before working capital changes of ₹ 314.42 million, primarily due to
adjustments for depreciation and amortisation expense of ₹ 31.17 million, finance costs of ₹ 21.33 million, interest
income of ₹ (4.83) million, lease income of ₹ (1.28) million and fair valuation of investments in mutual fund of ₹
(0.24) million. Working Capital adjustments for Fiscal 2025 primarily comprised increase in (i) trade receivables
of ₹ 206.48 million, (ii) inventories of ₹ 74.67 million, (iii) trade payables of ₹ 91.01 million and (iv) Other
331financial liabilities of ₹ 4.07 million. This was partially set-off by decrease in (i) other financial assets of ₹ 14.64
million, (ii) other current assets of ₹ 22.23 million and (iii) other current liabilities of ₹ 7.27 million.
Fiscal 2024
Net cash generated from operating activities for the Fiscal 2024 was ₹ 70.07 million. Our profit before tax was ₹
140.16 million. Our operating profit before working capital changes of ₹ 171.19 million, primarily due to
adjustments for depreciation and amortisation expense of ₹ 22.23 million, finance costs of ₹ 13.20 million, interest
income of ₹ (3.06) million, lease income of ₹ (1.14) million and foreign exchange fluctuation of ₹ (0.20) million.
Working Capital adjustments for Fiscal 2025 primarily comprised increase in (i) trade receivables of ₹ 83.16
million, (ii) inventories of ₹ 23.18 million, (iii) other financial assets of ₹ 67.79 million, (iv) other current assets
of ₹ 17.11 million, (v) trade payables of ₹ 125.88 million and (vi) other financial liabilities of ₹ 4.80 million. This
was partially set-off by decrease in other current liabilities of ₹ 7.09 million.
Fiscal 2023
Net cash generated from operating activities for the Fiscal 2023 was ₹ 68.52 million. Our profit before tax was ₹
67.88 million. Our operating profit before working capital changes of ₹ 94.51 million, primarily due to
adjustments for depreciation and amortisation expense of ₹ 17.76 million, finance costs of ₹ 10.31 million, interest
income of ₹ (0.56) million and lease income of ₹ (0.44) million. Working Capital adjustments for Fiscal 2025
primarily comprised increase in (i) inventories of ₹ 33.46 million, (ii) other financial assets of ₹ 21.19 million,
(iii) other current assets of ₹ 22.82 million, (iv) trade payables of ₹ 31.13 million, and (v) other current liabilities
of ₹ 4.83 million. This was partially set-off by decrease in trade receivables of ₹ 36.16 million and other financial
liabilities of ₹ 0.61 million.
Investing Activities
Fiscal 2025
Net cash used in investing activities during the Fiscal 2025 was ₹ 189.12 million primarily on account of net
purchase of property, plant and equipment (including capital work-in-progress) of ₹ 192.24 million, and purchase
of investments of ₹ 4.00 million. This was partially set-off by rent received amounting to ₹ 1.28 million and
interest received of ₹ 5.84 million.
Fiscal 2024
Net cash used in investing activities during the Fiscal 2024 was ₹ 98.21 million primarily on account of net
purchase of property, plant and equipment (including capital work-in-progress) of ₹ 102.53 million. This was
partially set-off by rent received amounting to ₹ 1.14 million and interest received of ₹ 3.18 million.
Fiscal 2023
Net cash used in investing activities during the Fiscal 2023 was ₹ 43.21 million primarily on account of net
purchase of property, plant and equipment (including capital work-in-progress) of ₹ 43.77 million. This was
partially set-off by rent received amounting to ₹ 0.56 million.
Financing Activities
Fiscal 2025
Net cash generated from financing activities during the Fiscal 2025 was ₹ 83.61 million primarily on account of
proceeds from Borrowings of ₹ 105.87 million. This was partially set-off by interest paid of ₹ 20.95 million and
payment of lease liability of ₹ ₹ 1.31 million.
Fiscal 2024
Net cash generated from financing activities during the Fiscal 2024 was ₹ 28.21 million primarily on account of
proceeds from Borrowings of ₹ 42.45 million. This was partially set-off by interest paid of ₹ 13.04 million and
payment of lease liability of ₹ 1.20 million.
332Fiscal 2023
Net cash used from financing activities during the Fiscal 2024 was ₹ 25.54 million primarily on account of
repayment of borrowings of ₹ 14.82 million, interest paid of ₹ 9.64 million and payment of lease liability of ₹
1.08 million.
Financial Indebtedness
As at September 1, 2025 the total outstanding borrowings of our Company were ₹ 642.95 million. For further
details, refer chapter titled “Financial Indebtedness” beginning on page 340 of this Draft Red Herring Prospectus.
As per Restated Consolidated Financial Statement:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Non-Current Borrowings (A)
- From Banks & Financial Institution 55.31 35.39 30.97
- From Director's, their Relatives and Corporate 10.46 9.44 6.37
Short Term Borrowings (B)
- From Banks & Financial Institution 171.81 96.10 49.90
- From Director's, their Relatives and Corporate - - -
Current Maturities of Long-Term Borrowings (C) 23.14 13.92 23.56
Total (A)+(B)+(C) 260.72 154.85 112.40
Contingent Liabilities and Commitments
Following are the details as per the Restated Consolidated Financial Information as at and for the Fiscals 2025,
Fiscal 2024 and Fiscal 2023:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Contingent liabilities
i. Claim against the company not acknowledged as debt
-Income Tax Debt - - -
-Others - - -
ii. Guarantees excluding financial guarantees
-Letter of Credit Issued - - -
-Bank Guarantee Issued 187.58 95.52 60.43
iii. Other money for which company is contingently
liable
(b) Commitments
-Estimated amount of contracts remaining to be executed 30.57 - -
on capital account and not provided for
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other
entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Changes in accounting policies in the last three Fiscals
There have been no changes in our accounting policies during the Fiscals 2025, 2024 and 2023.
Capital Expenditure
The following table sets forth the capital expenditures incurred during the Fiscals 2025, 2024 and 2023:
333Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Property, plant and equipment 184.52 114.79 20.40
Capital work in progress (net) 7.72 (12.26) 23.37
Total 192.24 102.53 43.77
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. For further details, see
“Financial Information- Restated Consolidated Financial Statements – Note 38: Related Party Disclosure (As
required by Ind AS-24)” on page 300.
Quantitative and Qualitative Disclosures about Market Risk
The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance and support Company's operations. The Company’s principal financial
assets include trade and other receivables and cash and cash equivalents that derive directly from its operations.
The Company is exposed it to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company’s primary risk management focus is to minimize potential adverse effects of risks on its financial
performance. The Company’s risk management assessment policies and processes are established to identify and
analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor such risks and
compliance with the same. Risk assessment and management of these policies and processes are reviewed
regularly to reflect changes in market conditions and the Group’s activities. The Board of Directors are responsible
for overseeing these policies and processes.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and
other price risk, such as equity price risk and commodity risk. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return. For risks
relating to the same, please refer to “Risk Factors – “Risk Factor – Risk Factor 65 - Fluctuations in the exchange
rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of our Equity
Shares, independent of our operating results” on page 64.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The company is exposed to foreign currency risk on certain transactions that
are denominated in a currency other than company's functional currency, hence exposure to exchange rate
fluctuation arises. The risk is that the functional currency value of cash flow will vary as a result of movements
in exchange rates. For further information, see “Principal Factors Affecting Our Results of Operations” on page
315.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to
borrowings from financial institutions. Any changes in the interest rates environment may impact future rates of
borrowing.
Credit risk
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in
financial loss to the Company. The Company is exposed to credit risk from its operating activities (primarily trade
receivables). To manage this, the Company periodically assesses the financial reliability of customers, taking into
account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of
accounts receivable. The Company considers the probability of default upon initial recognition of assets and
334whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. As
of the Fiscals 2025, 2024 and 2023, our trade receivables based on the restated consolidated financial statements
were ₹ 525.67 million, ₹ 319.19 million and ₹ 235.83 million respectively. For further information, see “Risk
Factors – Risk Factor 13 - While we cater to well-known customers across our product categories, however, if
we are unable to collect customer receivables, it may affect our cash flows and results of operations” on page 41.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risk to the Company’s reputation. The Company has obtained fund and non-fund based working capital lines
from various banks. The Company also constantly monitors various funding options available in the debt and
capital markets with a view to maintaining financial flexibility.
Other Qualitative Factors
Unusual or infrequent events or transactions
Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions that, to
our knowledge, may be described as “unusual” or “infrequent”.
Significant economic changes that materially affected or are likely to affect income from continuing operations
Other than as described above, to the best of the knowledge of our management, there are no other significant
economic changes that materially affect or are likely to affect income from continuing operations. For further
details, please see “Our Business” and “Risk Factors” on pages 188 and 32 respectively.
Known trends or uncertainties
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 32, and except as disclosed in
this Draft Red Herring Prospectus, there are no other known trends or uncertainties that have had or are expected
to have a material adverse impact on revenue or income from continuing operations.
Future changes in relationship between costs and revenues
Other than as described above and in “Our Business” and “Risk Factors” on pages 188 and 32 respectively, to the
knowledge of our management, there are no known factors that might affect the future relationship between costs
and revenues.
Increases in net sales or revenue and Introduction of new products or services or increased sales prices
Changes in revenue from operations are described in “Fiscal 2025 compared to Fiscal 2024” on page 327 and
“Fiscal 2024 compared to Fiscal 2023” on page 329.
Status of any publicly announced New Products or Business Segment
Other than as disclosed in this section and in “Our Business” on page 188, as on the date of this Draft Red Herring
Prospectus, there are no new products or business segments that have had or are expected to have a material impact
on our business prospects, results of operations or financial.
Seasonality of business
Our business is not season in nature.
Any Major Dependence on a single or few suppliers or customers
The table below sets forth details of our Revenue from Operations generated from top customers in each of the
respective periods indicated:
335Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Revenue Amount % of Revenue Amount % of Revenue
(₹ from (₹ from (₹ from
million) Operations million) Operations million) Operations
Top five 929.08 48.34 625.85 45.36 461.99 56.04
customers
Top ten customers 1294.38 67.34 850.46 61.64 580.07 70.37
The details of our raw material purchase for the periods indicated are as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Amount (₹ % of Amount (₹ % of
million) Purchases million) Purchases million) Purchases
Top five 310.27 25.12 284.99 30.87 138.79 24.33
suppliers
Top ten 426.08 34.50 353.25 38.26 191.58 33.58
suppliers
Competitive conditions
Competitive conditions are as described under the chapters “Industry Overview” and “Our Business” beginning
on pages 130 and 188, respectively.
Significant Developments after March 31, 2025 that may affect our future results of operations
Except as stated above and elsewhere in this Draft Red Herring Prospectus, no developments have come to our
attention since the date of the Restated Consolidated Financial Statement as disclosed in this Draft Red Herring
Prospectus which materially and adversely affect or are likely to materially and adversely affect our operations or
profitability, or the value of our assets or our ability to pay our liabilities within the next twelve months.
336OTHER FINANCIAL INFORMATION
The accounting ratios of our Company as required under Item 11 of Part A of Schedule VI of the SEBI ICDR
Regulations are given below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Basic and Diluted EPS (1) (₹) 1.75 0.92 0.44
RoNW(2) (%) 33.91 26.89 17.76
Net Asset Value per Equity share(3) (₹) 5.16 3.41 2.48
EBITDA(4) (₹ in million) 314.42 171.19 95.14
Notes:
(1) Basic and Diluted earnings per Equity Share are computed in accordance with Indian Accounting Standard 33.
(2) Return on Net Worth (%)=Net profit after tax divided by Net worth at the end of the year
(3) Net Asset Value per share =Net worth divided by number of equity shares outstanding as at the end of year.
(4) EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by obtaining the profit
before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation and expense and reducing other income.
For further details see “Basis for Offer Price – Key financial and operational performance indicators” on page
117. For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 311.
Other financial statements
In accordance with the SEBI ICDR Regulations, the audited consolidated and standalone financial statements of
our Company for the Fiscals 2025, 2024 and 2023 (“Audited Financial Statements”), respectively, are available
on our website at https://cotec.in/financial-results/. The Subsidiary of our Company is not material for the purposes
of upload of audited standalone financial statements in terms of the SEBI ICDR Regulations. For this purpose, a
Subsidiary has been considered ‘material’ if it contributes 10% or more to the turnover or net-worth or profits
before tax in the annual consolidated audited financial information of the respective financial year. The definitions
of turnover, net-worth and profits before tax have the same meaning as ascribed to them in the Companies Act.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements of our Company and the reports thereon do not constitute,
(i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering
circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document
to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable
law in India or elsewhere.
The Audited Financial Statements and the reports thereon should not be considered as part of information that any
investor should consider subscribing for or purchase any securities of our Company or any entity in which our
Shareholders have significant influence and should not be relied upon or used as a basis for any investment
decision. None of the entities specified above, nor any of their advisors, nor BRLM, nor any of their respective
employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or
indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions
expressed therein.
Related Party Transactions
For details of related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind
AS 24 ‘Related Party Disclosures’ read with the SEBI ICDR Regulations, for the Fiscals 2025, 2024 and 2023,
and as reported in the Restated Consolidated Financial Statements, see “Financial Information- Restated
Consolidated Financial Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” on page
300.
337CAPITALISATION STATEMENT
The following table sets forth our capitalisation derived from our Restated Consolidated Financial Statements for
the Fiscal 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 Consolidated Financial
Statements” and “Risk Factors” on pages 311, 255 and 32, respectively.
(in ₹ million)
Particulars Pre-Offer as at March 31, Adjusted for the
2025 Proposed Offer*
(A) (B)
Total borrowings
Current Borrowings(1) (A) 194.95 [●]
Non-current Borrowings (including current maturities of non- 65.77 [●]
current borrowings) (B)
Total Borrowings (C) = (A) + (B) 260.72 [●]
Total Equity
Equity Share Capital# (D) 5.14 [●]
Other Equity (E) 584.59 [●]
Total Equity (F)= (D)+(E) 589.73 [●]
Non-Current Borrowing/Total Equity (B)/(F) 0.11 [●]
Total Borrowings/ Total Equity (C)/(F) 0.44 [●]
Notes:
* To be updated upon finalization of the Offer Price
(1)Current borrowings excluding current maturities of non-current borrowings.
# Pursuant to a resolution passed by our Board on August 14, 2025, and a resolution passed by our Shareholders on August
16, 2025, each fully paid-up equity shares of our Company having face value of ₹10 were sub-divided into Equity Shares of
face value of ₹ 5 each. Therefore, the issued, subscribed and paid-up capital of our Company was sub-divided from 514,443
equity shares of face value of ₹10 each to 1,028,886 Equity Shares of face value of ₹ 5 each. Our Company has issued bonus
shares in the proportion of 110 (one hundred and ten) equity shares of face value of ₹ 5/- each for every 1 (one) equity share
held of face value of ₹ 5/- each on August 26, 2025.
338RELATED PARTY TRANSACTIONS
For further details of the related party transactions, as per the requirements under applicable Accounting Standards
i.e. Ind AS 24 ‘Related Party Transactions’ read with SEBI ICDR Regulations for the Fiscals 2025, 2024 and
2023 as reported in the Restated Consolidated Financial Statements, see “Financial Information- Restated
Consolidated Financial Statements – Note 38: Related Party Disclosure (As required by Ind AS-24)” on page
300.
339FINANCIAL INDEBTEDNESS
Our Company avails loans and financing facilities in the ordinary course of business for meeting working capital
requirements and for business purposes including enterprise development and modernization through acquisition
of plant and machinery.
Our Board is empowered to borrow monies, in accordance with Section 179 and Section 180 of the Companies
Act and our Articles of Association. For details regarding the borrowing powers of our Board, see “Our
Management – Borrowing Powers” on page 230.
The details of the indebtedness of our Company as on September 1, 2025 is provided below:
(in ₹ million)
Particulars Sanctioned Amount Outstanding as on September
1, 2 025
Term Loan 186.10 135.26
Cash Credit 425.00 283.32
Guaranteed Emergency Credit Line (GECL) 3.50 2.76
-1 Extension
Bank guarantee 270.00 179.78
Total secured borrowings 884.60 601.22
Unsecured borrowings
Harsh Tiwari N.A. 17.55
Vandana Tiwari N.A. 17.02
Harsh Tiwari HUF N.A. 7.16
Total unsecured borrowings 884.60 41.73
Principal terms of the borrowings availed by our Company:
The details provided below are indicative and there may be additional terms, conditions and requirements under
various financing documentation executed by our Company in relation to our indebtedness.
1. Interest: The interest rate for term loan facilities is either linked to repo rate or to marginal cost of funds-
based lending rate (“MCLR”) or T-bill rate and typically ranges from 7.70% per annum to 8.90% per annum.
The interest rate of working capital facilities is linked to external benchmark rate, which typically ranges
from 8.40% per annum to 8.85% per annum. The interest rate on unsecured loans availed by us is 12% per
annum.
2. Penal interest: The terms of certain of our borrowings prescribe penalties for non-compliance of certain
obligations by us, inter alia, delay or default in the repayment of principal instalment, interest, charges or
other monies due on the facility and non- compliances of any of the terms of borrowings and other
irregularities as specified in the terms of sanction or such facility documents. The default interest rate under
our facility documents for fund-based borrowings typically ranges from 0.075% per annum to 18% per
annum, or such other rate as may be notified by the lender.
3. Validity/tenor: The tenor of the term loan facilities ranges from 12 months to 60 months with a moratorium
ranging from three months to six months. The tenor of the working capital facilities ranges is repayable on
demand.
4. Pre-payment penalty: Some of the terms of facilities availed by our Company have prepayment provisions
which allow for pre-payment of the outstanding loan amount, subject to such prepayment penalties as laid
down in the facility agreements or sanction letters.
5. Security: In terms of the borrowings by our Company where security needs to be created, security is created,
inter alia, by way of (i) hypothecation of movable fixed assets (present and future), including plant and
machinery purchased from the loan facilities; (ii) hypothecation of current assets including stock-in-trade,
book debts, receivables, and other movables; (iii) creation of mortgage on certain properties of the Company;
340(iv) deposit of duly discharged fixed deposit receipts as collateral security; and (v) personal guarantees from
certain third parties, namely, Harsh Tiwari, Vandana Tiwari and Ram Niwas Gupta. There may be additional
requirements for creation of security under the various borrowing arrangements entered into by us.
6. Repayment: The term loan facilities availed by our Company from SIDBI are typically repayable in
structured instalments, whereas the working capital facilities availed from HDFC Bank Limited and State
Bank of India are repayable on demand.
7. Key covenants: In terms of our borrowing arrangements, we are required to comply with various financial
and restrictive covenants, as well as conditions that limit certain corporate actions. In this regard, we are
obligated to obtain prior consent from the respective lender and/or provide intimation before undertaking
certain actions, which include, but are not limited to, the following:
(a) making any material modification or cancellation of agreements with machinery suppliers, collaborators,
technical consultants, or suppliers of raw materials;
(b) granting interest-free loans or loans at concessional rates to subsidiary or associate companies/firms;
(c) inducting any person on the Board who is a director or partner in a company or firm identified as a wilful
defaulter under RBI guidelines, and taking prompt steps for their removal if such a person is already
appointed;
(d) issuing debentures, raising loans, accepting public deposits, issuing equity or preference capital, altering
the capital structure, creating charges on assets, or providing guarantees;
(e) prepaying any loans availed from other parties;
(f) paying any commission to promoters, directors, managers, or any other person for furnishing guarantees,
indemnities, or assuming liabilities in connection with financial assistance availed by our Company;
(g) declaring or paying dividends during any financial year unless all dues payable to the lender are cleared
or satisfactory provisions are made for such payments;
(h) Withdrawing any amount from profits, unless all dues have been paid;
(i) creating any subsidiary or permitting any company to become its subsidiary; and
(j) undertaking or permitting any merger, consolidation, reorganization, scheme of arrangement or
compromise with creditors or shareholders, or effecting any scheme of amalgamation or reconstruction.
This is an indicative list, and there may be additional restrictive covenants under the various borrowing
arrangements entered into by our Company.
8. Events of default: In terms of the borrowing arrangements entered into by our Company, the occurrence of
any of the following, inter alia, constitutes an event of default:
(a) default in the payment of any instalment of principal, interest, or installments on the due dates, or failure
to meet any other financial obligations under the loan agreement, which continues for a period of thirty
days after notice in writing has been given by the lender;
(b) utilization of the loan or any part thereof for purposes other than those sanctioned by the lender, or
diversion/siphoning of funds;
(c) any material adverse change affecting the business, financial condition, or operations of the Company
that, in the opinion of the lender, may prejudice or endanger the security or repayment of the loan;
(d) any change in the ownership, control, shareholding pattern, or management set-up of our Company,
including dilution of promoter shareholding or induction of a willful defaulter on the Board, without
prior written consent of the lender;
(e) providing any misleading or materially incorrect information or statements in the loan application,
reports, warranties, or other disclosures made to the lender;
(f) undertaking any new project, scheme of expansion, investment in third parties, capital expenditure, or
raising of additional debt or equity, without the prior approval of the lender; and
(g) initiation of insolvency, liquidation, or dissolution proceedings against the Company, or inability to pay
debts as they mature, or appointment of a receiver or attachment of secured properties.
This is an indicative list and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by us.
9. Consequences of occurrence of events of default: In terms of our borrowing arrangements, the following,
among others, are the consequences of occurrence of events of default, whereby the lenders may, inter alia:
341(a) declare all amounts due, including principal, interest and other charges, immediately payable on demand;
(b) impose penal charges for defaults or non-compliance, in addition to the applicable interest and charges;
(c) terminate the borrowing arrangements and demand immediate repayment of all dues;
(d) appoint or remove from time-to-time whole-time nominee director(s) on our Board with full rights and
remuneration as approved by SIDBI;
(e) recover expenses incurred by SIDBI or such Nominee Director(s) from our Company;
(f) enforce security or guarantees provided under the facility documents; and
(g) initiate legal proceedings or exercise other remedies available under applicable law or transaction
documents.
This is an indicative list and there may be additional consequences of events of default under the various
borrowing arrangements entered into by us.
Our Company has obtained written approvals from our lenders, to the extent required under the borrowing
arrangements entered into between us and such lenders, respectively, for undertaking the Offer and activities
in connection thereto and the same have not been withdrawn as on the date of this Draft Red Herring
Prospectus.
For further details of financial and other covenants required to be complied with in relation to our borrowings, see
“Risk Factors – Risk Factor 28 - We have taken secured loans from banks and financial institutions and
unsecured loans from Promoters and Promoter Group. In addition to our existing indebtedness for our existing
operations, we may incur further indebtedness during the course of business. Our inability to meet our
obligations, including financial and other covenants under our debt financing arrangements could adversely
affect our business, results of operations and financial condition” on page 49.
342SECTION VIII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by
regulatory or statutory authorities; (iii) claims related to direct and indirect tax matters (disclosed in a
consolidated manner); and (iv) other pending litigation as determined to be material by our Board pursuant to
its resolution dated September 4, 2025 (“Materiality Policy”) in each case involving our Company, Subsidiary,
Promoters and Directors (“Relevant Parties”). Further, there are no disciplinary actions including penalties
imposed by the SEBI or the stock exchanges against our Promoters in the last five Fiscals including any
outstanding action. Further, there are no outstanding, (i) criminal proceedings; and (ii) actions by regulatory
authorities and statutory authorities, against any Key Managerial Personnel and Senior Management of our
Company.
For the purposes of (iv) above, in terms of the Materiality Policy, any pending litigation / arbitration proceedings
involving the Relevant Parties shall be considered “material” for the purposes of disclosure in this Draft Red
Herring Prospectus, if the aggregate monetary claim/ dispute amount/ liability made by or against our Company
or Subsidiary in any such pending litigation (individually or in aggregate), is equivalent to or above:
a.) 2% of turnover, as per the latest completed financial year included in Restated Consolidated Financial
Statements of our Company (amounting to ₹ 38.45 million); or (ii) 2% of net worth, as per the latest completed
financial year included in Restated Consolidated Financial Statements of our Company, except in case the
arithmetic value of the net worth is negative (amounting to ₹ 11.79 million); or (iii) 5% of the average of
absolute value of profit or loss after tax as per the preceding three financial years included in the Restated
Consolidated Financial Statements of our Company (amounting to ₹ 5.92 million), whichever is lower.
Accordingly, outstanding litigation involving our Company or Subsidiary have been considered material and
disclosed in this section where the aggregate amount involved in such litigation exceeds ₹ 5.92 million i.e.
5% of the average of absolute value of profit or loss after tax as per the preceding three financial years
included in the Restated Consolidated Financial Statements of our Company (“Materiality Threshold”).
b.) Any such pending litigation / arbitration proceeding involving the Directors or Promoters of our Company,
which may have a material adverse impact on the business, operations, performance, prospects, financial
position or reputation of our Company; and
c.) Any such litigation wherein a monetary liability is not determinable or quantifiable, or which does not fulfil
the threshold as specified in (a) or (b) above, as applicable, or wherein our Company or Subsidiary is not a
party, but the outcome of which could, nonetheless, have a material effect on the business, operations,
performance, prospects, financial position or reputation of our Company.
It is clarified that for the purposes of the above, pre-litigation notices received by any of the Relevant Parties,
from third parties (other than show cause notices issued by statutory / regulatory / tax authorities or notices
threatening criminal action or the first information reports) have not, and shall not, unless otherwise decided by
our Board, be considered as material litigation until such time that such Relevant Party, as the case may be, is
impleaded as a defendant/s in proceedings before any judicial / arbitral forum.
Further in terms of the Materiality Policy, creditors of our Company to whom amount due by our Company is
equal to or in excess of 5% of the restated consolidated trade payables of our Company, as per the latest completed
fiscal of the Restated Consolidated Financial Statements, would be considered as material creditors. Accordingly,
a creditor has been considered ‘material’ by our Company if the amount due to such creditor exceeds ₹ 22.32
million.
Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus. All terms defined herein in a particular litigation disclosure pertain to that litigation only.
A. Litigation involving our Company
Litigation against our Company
343Criminal Proceedings
a) The Union of India through drugs inspector, Central Standard Control Organisation (the “Complainant”)
had filed a complaint before the Chief Judicial Magistrate, Kanpur Nagar against our Company, our
Promoters, Harsh Tiwari and Vandana Tiwari and our Whole-time Director, Ram Nivas Gupta, under
Sections 18(a)(i) read with Section 16, 17(A)(f) and 17(B)(d) of the Drugs & Cosmetics Act, 1940 (the
“Complaint”). The Complaint relates to the test conducted by a drug inspector on certain drugs
manufactured by our Company, and which were stored in a pharmacist’s warehouse in Kanpur. Pursuant to
the test, it was alleged that the drugs manufactured by our Company were declared as ‘not of standard quality’
as they did not conform to claim as per patent & proprietary in respect to the assay of streptococcus faecalis.
The Complainant has prayed the Chief Judicial Magistrate to pass an order issuing summons and to try and
punish the accused in accordance with the applicable laws. On November 13, 2024, the matter was
administratively transferred from the court of Chief Judicial Magistrate to the Special Metropolitan
Magistrate – II. The matter is presently pending.
b) The Union of India through drugs inspector, Central Standard Control Organisation (the “Complainant”)
had filed a complaint before the Additional Chief Judicial Magistrate, Meerut, against our Company, our
Promoters, Harsh Tiwari and Vandana Tiwari and our Whole-time Director, Ram Nivas Gupta, under
Sections 18(a)(i) read with Section 16 and 17(B)(d) of the Drugs & Cosmetics Act, 1940 (the “Complaint”).
The Complaint relates to the test conducted by a drug inspector on certain drugs manufactured by our
Company, and which were stored in a pharmacist’s warehouse in Meerut. Pursuant to the test, it was alleged
that the drugs manufactured by our Company were declared as ‘not of standard quality’ as they did not
conform to claim as per patent & proprietary in respect to the assay of streptococcus faecalis. A copy of the
test report and one sealed portion of the sample was sent to our Company on May 16, 2023, in response to
which we contended that the issue related to a misstatement in the printed label claim rather than product
quality, noting that streptococcus faecalis is a non-spore-forming bacterium and should be tested in CFU
rather than spore count. Subsequent to further communication, the Complainant filed the Complaint before
the Additional Chief Judicial Magistrate and prayed for cognizance of the offences, issuance of process,
conduct of trial, and imposition of statutory penalties. The matter is presently pending.
c) The Drugs Inspector, Office of the Assistant Drug Controller, Thiruvananthapuram (the “Complainant”)
had filed a petition before the Judicial First Class Magistrate, Court – III, Vanchiyoor, against our Company
under Section 21 of the Drugs and Cosmetics Act 1940. The Complainant had drawn a sample of Bimatoprost
eye drops manufactured by us, from a pharmacy store in Thiruvananthapuram for testing and analysis. The
Complainant alleged that the sample when tested was declared ‘not of standard quality’ by the government
analyst, drug testing laboratory. Subsequently, the Complainant prayed the Judicial First Class Magistrate,
Court – III, Vanchiyoor to direct the testing of the samples in central drugs laboratory, Kolkata to ascertain
the sterility of the samples as per Indian Pharmacopeia. There have not been any further material
developments in the matter, and the same is presently pending.
Actions taken by Statutory/Regulatory Authorities
As on the date of this Draft Red Herring Prospectus, there are no actions taken by statutory or regulatory authorities
against our Company.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no other material litigation against our Company.
Litigation by our Company
Criminal Proceedings
a) Our Company filed a complaint before the Additional Chief Judicial Magistrate, Roorkee against Einstein Life
Sciences and its proprietor Sangeeta Sharma (the “Accused”), under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, in relation to dishonour of cheque of an amount of ₹ 3.20 million issued by the Accused
for making payment towards certain medicines purchased from our Company. The cheque issued by the
Accused was dishonoursed with the remark “funds insufficient”. Our Company has prayed the Additional
Chief Judicial Magistrate, Roorkee to take cognizance of the offences and pass an order for initiating
proceedings against the Accused, imposing statutory penalties, and directing the Accused to pay the cheque
344amount of ₹ 3.20 million along with applicable interest as compensation. The Additional Chief Judicial
Magistrate has issued process against the Accused, and the matter is presently pending.
b) Our Company filed a complaint before the Additional Chief Judicial Magistrate, Roorkee against M/s
Mediquist Pharmaceuticals Private Limited and its proprietor, Rajeev Ranjan Singh (the “Accused”), under
Sections 138 and 141 of the Negotiable Instruments Act, 1881, in relation to dishonour of cheque of an amount
of ₹ 25,000 issued by the Accused for making payment towards products purchased from our Company. The
cheque issued by the Accused was dishonoursed with the remark “payment stopped by drawer”. Our Company
has prayed the Additional Chief Judicial Magistrate, Roorkee to take cognizance of the offences and pass an
order for initiating proceedings against the Accused, imposing statutory penalties, and directing the Accused
to pay the cheque amount of ₹ 25,000 along with applicable interest as compensation. The Additional Chief
Judicial Magistrate has issued process against the Accused, and the matter is presently pending.
Civil and other Material Litigations
Our Company filed a writ petition under Article 226 of the Constitution of India against the State of Kerala and
Kerala Medical Services Corporation Limited (the “Respondent”) before the Hight Court of Kerala. Our
Company was selected as a supplier under the Respondent’s tender for procurement of calcium carbonate +vitamin
D3, doxylamine succinate, glimepiride and tobramycin eye ointment. Following this, our Company received a
show cause notice dated November 4, 2019 from the Respondent and the Drug Inspector, Kozhikode, alleging
that one of the supplied products, calcium carbonate + vitamin D3 suspension, was not of standard quality and
directing stoppage of supply of the concerned batch. In response, our Company submitted certificates of analysis
issued by an independent NABL-accredited laboratory as well as by our in-house laboratory, both confirming that
the batch met standard quality requirements. Subsequently, our Company was called upon to appear before the
managing director of the Respondent for a personal hearing. However, our Directors were unable to attend due to
the distance from Kerala and the absence of any authorised representative in the state. At the same time, our
Company reiterated the adequacy of its quality control measures and highlighted that no contrary certificate of
analysis had been provided by the Respondent. Despite this, no formal order of blacklisting was served on our
Company; however, the Respondent’s website displayed the product as blacklisted. Aggrieved by this action, our
Company filed a writ petition before the Hon’ble High Court of Kerala on the grounds of violation of statutory
requirements under the Drugs and Cosmetics Act, breach of principles of natural justice, and arbitrary and
disproportionate exercise of power. Our Company prayed the Hight Court of Kerala seeking a declaration that the
show cause notice and the blacklisting decision are null, void, and inoperative, and further seeking quashing of
the blacklisting of our product. Since the period of blacklisting of the product has already been completed, and
the petition has become infructuous, our Company has applied for withdrawal of the petition. The matter is
presently pending.
B. Litigation involving our Promoters
Litigation against our Promoters
Criminal Litigations
Except as disclosed in “Litigation involving our Company - Litigation against our Company - Criminal
Proceedings”, on page 344, as on the date of this Draft Red Herring Prospectus, there are no criminal litigations
against our Promoters.
Actions taken by regulatory/statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Promoters.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no other material litigation against our Promoters.
Disciplinary action taken (including outstanding action) against our Promoters in the five Fiscals preceding the
date of this Draft Red Herring Prospectus by SEBI or any stock exchanges.
There has been no discliplinary action by SEBI or any stock exchange against our Promoters in the five years
345preceding this Draft Red Herring Prospectus.
Litigation by our Promoters
Criminal Litigation
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Promoters.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no other material litigation filed by our Promoters.
C. Litigation involving our Directors
Litigation against our Directors
Criminal Litigations
Except as disclosed in “Litigation involving our Company - Litigation against our Company - Criminal
Proceedings”, on page 344, as on the date of this Draft Red Herring Prospectus, there are no criminal litigations
against our Directors.
Actions taken by regulatory/statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Directors.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no other material litigation against our Directors.
Litigations by our Directors
Criminal Litigation
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Directors.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no other material litigation filed by our Directors.
D. Litigation involving our Subsidiary
Litigation against our Subsidiary
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations against our Subsidiary.
Actions taken by statutory or regulatory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Subsidiary.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there is no other material litigation against our Subsidiary.
Litigations by our Subsidiary
346Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Subsidiary.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no litigations filed by our Subsidiary.
Litigation involving our Key Managerial Personnel and Senior Management
Outstanding litigations against our Key Managerial Personnel and Senior Management
Criminal proceedings
Nil
Actions by regulatory/ statutory authorities
Nil
Outstanding litigations by our Key Managerial Personnel and Senior Management
Criminal proceedings
Nil
E. Tax proceedings against our Company, Subsidiary, Promoters and Directors
Set out herein below are details of claims relating to direct and indirect taxes involving our Company, Promoters,
Directors and Subsidiary:
Nature of case Number of cases Amount involved (in ₹ million)*
Company
Direct tax* Nil Nil
Indirect tax Nil Nil
Promoters
Direct tax Nil Nil
Indirect tax Nil Nil
Directors
Direct tax Nil Nil
Indirect tax Nil Nil
Subsidiary
Direct Tax Nil Nil
Indirect Tax Nil Nil
*To the extent quantifiable
F. Outstanding dues to creditors
As per the Materiality Policy, a creditor of our Company, shall be considered to be material (“Material
Creditors”) for the purpose of disclosure in this Draft Red Herring Prospectus, if amounts due to such creditor
by our Company is in excess of 5% of the restated consolidated trade payables of our Company, as per the latest
completed fiscal year of the Restated Consolidated Financial Statements (i.e., March 31, 2025). Accordingly, a
creditor has been considered ‘material’ by our Company if the amount due to such creditor exceeds ₹ 22.32
million as of March 31, 2025.
As of March 31, 2025, outstanding dues to Material Creditors, micro, small and medium enterprises and other
creditors were as follows:
347Amount outstanding
S. No. Type of creditor No. of creditors
(₹ in million)
1. Dues to micro, small and medium enterprises 51 30.29
2. Dues to Material Creditors 3 130.89
3. Dues to other creditors 294 285.23
Total 348 446.41
The details pertaining to outstanding dues to Material Creditors, along with the name and amount involved for
each such Material Creditor, are available on the website of our Company at https://cotec.in/. It is clarified that
such details available on our Company’s website do not form a part of this Draft Red Herring Prospectus and
should not be deemed to be incorporated by reference. Anyone placing reliance on any source of information
including our Company’s website, https://cotec.in/, would be doing so at their own risk.
G. Material Developments
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 311 there have been no material developments, since the date of the last financial statements
disclosed in this Draft Red Herring Prospectus, any circumstances, which materially and adversely affect, or are
likely to affect our trading or profitability of our Company or the value of our assets or our ability to pay our
liabilities within the next 12 months.
348GOVERNMENT AND OTHER APPROVALS
We are required to obtain consents, licenses, registrations, permissions and approvals for carrying out our
present business activities. Our Company has obtained the necessary material consents, licenses, permissions and
approvals from the Government and various Government agencies required for our present business and carrying
on our business activities. For details in connection with the regulatory and legal framework within which we
operate, please refer the chapter “Key Industrial Regulations and Policies” on page 209 of this Draft Red Herring
Prospectus. The main objects clause of the memorandum of association and objects incidental to the main objects
of our Company enable our Company to carry out their activities.
The following statements set out the details of licenses, permissions and approvals taken by our Company under
various central and state laws for carrying out the business:
A. Approvals obtained by our Company
I. Offer related Approvals
For the approvals and authorizations obtained by our Company in relation to the Offer, see “Other Regulatory
and Statutory Disclosures – Authority for the Offer” on page 358of this Draft Red Herring Prospectus.
II. Approvals from the Stock Exchanges
a) Our Company has received an in-principle approval from the NSE dated [●] for listing of Equity Shares
issued pursuant to the Offer.
b) Our Company has received an in-principle approval from the BSE dated [●] for listing of Equity Shares
issued pursuant to the Offer.
c) Our Company’s ISIN is INE1C6W01024.
III. General Approvals
a) Certificate of incorporation dated December 22, 1998 issued under the Companies Act, 1956 by the
Assistant Registrar of Companies, NCT of Delhi and Haryana.
b) Fresh certificate of incorporation dated July 2, 2025 issued under the Companies Act, 2013 by the Registrar
of Companies, Central Processing Centre, pursuant to conversion of our Company from a private limited
company to a public limited company.
c) Certificate of importer-exporter code issued on February 8, 2008 bearing file number
05/04/130/08057/AM08 issued by the Office of the Joint Director General of Foreign Trade, Ministry of
Commerce, Government of India, for the purpose of allotting 0507081684 as the IEC code number to our
Company.
d) Certificate issued by India LEI for the purpose of allotting 894500BJEOMKJE9D9X38 as the legal entity
identifier code number to our Company. The legal entity identifier code number is valid until March 15,
2026.
e) Udyam Registration Certificate dated May 18, 2021 issued by Ministry of Micro, Small and Medium
Enterprises, Government of India for allotting udyam registration number UDYAM-UK-06-0004664 to
our Company.
IV. Tax Related Approvals
a) Our Company’s Permanent Account Number issued by the Income Tax Department is AAACC8454D
b) Our Company’s Tax Deduction and Collection Number issued by the Income Tax Department is
MRTC00932B.
c) The state-wise GST registration number of our Company has been provided below:
349S. No. Name of the State Address of the office or facilities GST registration number
1. Uttarakhand 1, NH 74, Dehradun Road, Village 05AAACC8454D1ZY
Kishanpur, Haridwar – 247 667,
Uttarakhand, India.
Khasra Number 1000, Salempur Rajputana,
Salempur, Haridwar – 247 667,
Uttarakhand, India.
Khasra No - 593/01, Unit-2, Roorkee
Dehradun Highway, Kisanpur- Roorkee,
Haridwar – 247 667, Uttarakhand, India.
Khasra No - 596/01, Unit-3, Roorkee
Dehradun Highway, Kisanpur, Roorkee,
Haridwar – 247 667, Uttarakhand, India.
Khata No. 276, Khasra No. 444M,
Kishanpur Jamalpur, Near IOCL Petrol
Pump, Kishanpur Jamalpur, Roorkee,
Haridwar, Uttarakhand, 247667
Khasra No. 433K, 433KH, 433GH,
Roorkee- Dehradun Highway, Bhagwanpur,
Kishanpur Jamalpur, Haridwar,
Uttarakhand, 247661
Khasra No 455, Roorkee-Dehradun
Highway, Bhagwanpur, Kishanpur,
Jamalpur, Haridwar, Uttarakhand, 247661
Khasra No. 456, Roorkee-Dehradun
Highway, Bhagwanpur, Kishanpur
Jamalpur, Haridwar, Uttarakhand, 247661
Khasra No. 460, Roorkee-Dehradun
Highway, Bhagwanpur, Kishanpur
Jamalpur, Haridwar, Uttarakhand, 247661
Khasra No. 459, Roorkee-Dehradun
Highway, Bhagwanpur, Kishanpur
Jamalpur, Haridwar, Uttarakhand, 247661
Khasra No. 441, Roorkee-Dehradun
Highway, Bhagwanpur, Kishanpur
Jamalpur, Haridwar, Uttarakhand, 247661
Khasra No. 461, Roorkee-Dehradun
Highway, Bhagwanpur, Kishanpur
Jamalpur, Haridwar, Uttarakhand, 247661
2. Uttar Pradesh E-10, South Side GT Road, Industrial Area, 09AAACC8454D1ZQ
Ghaziabad – 201 001, Uttar Pradesh, India.
V. Labour and employee Related Approvals
The labour and employee related approvals of our Company has been provided below:
1. The following are the details of approvals availed by our Company under the Employees’ State Insurance Act,
1948:
Sr. Address of the office Issuing Authority Reference / Date of Issue/ Valid up to
No. or facility Registration /
License No.
1. N.H. No. 74 Rorkee Regional Office, 61000066310000305 October 28, Valid until
Dehradun Highway Employees’ State 2010 cancelled or
Kisanpur Bhagwanpur Insurance modified
Roorkee Haridwar – 247 Corporation
661, Uttarakhand, India.
3502. The following are the details of approvals availed by our Company under the Employees’ Provident Fund and
Miscellaneous Provisions Act, 1952:
Sr. Address of the office Issuing Reference / Date of Valid up to
No. or facility Authority Registration / License Issue/Renewa
No. l
1. N.H. No. 74 Rorkee Employee UKDDN0035225000 March 14, Valid until
Dehradun Highway Provident Fund 2015 cancelled or
Kisanpur Bhagwanpur Organization modified
Roorkee Haridwar – 247
661, Uttarakhand, India.
3. Details of shops and establishment registrations issued to our Company have been provided below:
S. No. Address of the Issuing Authority License Date of Issue Valid up to
office Number
1. C-47 First Floor, Additional/ Deputy UPSA09732577 June 13, 2025 Valid until
RDC Rajnagar, Labour Commissioner cancelled or
Ghaziabad – 201 Ghaziabad, Labour modified
001, Uttar Pradesh, Department, Uttar
India. Pradesh
2. E-10, South Side Additional/ Deputy UPSA09733183 August 20, 2025 Valid until
GT Road Industrial Labour Commissioner cancelled or
Area, Ghaziabad, Ghaziabad, Labour modified
Uttar Pradesh, Department, Uttar
India. Pradesh
VI. Business Related Approvals
As mentioned hereinabove, we require various approvals, licenses, registrations and permits to carry on our
operations in India. Some of these may expire in the ordinary course of business and applications for renewal
of such approvals are submitted in accordance with applicable procedures and requirements. An indicative list
of the material approvals required by our Company for conducting our operations is provided below.
The following is the list of business related approvals which have been availed by our Company for carrying
out business operations in all of our manufacturing facilities:
Sr. Type of License/Approval Issuing Authority Reference / Date of Valid up
No. Registration / License Issue/Renewa to
No. l
1. Registration and license to Chief Inspector of Registration No.- May 23, 2007 December
work a factory issued under Factories, Labour HWR-419 31, 2025
Section 6 of the Factories Department,
Act, 1948. Uttarakhand
2. Certificate of registration Office of the Certificate No:- August 19, August
issued under Section 7(2) of Registering Officer, UKCLAHWR000117 2025 18, 2026
the Contract Labour Labour Department,
(Regulation and Abolition) Uttarakhand
Act. 1970
3. Provisional consent to Uttarakhand Pollution Reference number: September 9, March 31,
Establish issued under the Control Board 30639/UEPPCB/Roorke 2025 2030
Water (Prevention and e
Control of Pollution) Act- RO/Haridwar/CTE/853
1974, the Air Act-1981 and 5525
the Environment
(Protection) Act-1986
4. Provisional consolidated Member Secretary, Reference number: July 22, 2025 September
consent and authorisation Uttarakhand Pollution 29724/UEPPCB/Roorke 30, 2026
issued under Section 25 of Control Board e
the Water (Prevention and RO/Haridwar/CTO/817
Control of Pollution) Act, 1448
1974, Section 21 of the Air
(Prevention and Control of
Pollution) Act, 1981 and
351Sr. Type of License/Approval Issuing Authority Reference / Date of Valid up
No. Registration / License Issue/Renewa to
No. l
Authorization under Rule
3(c) and 5(5) of the
Hazardous and Waste
(Management, Handling and
Transboundary Movement)
Rules, 2016 notified under
Environment Protection
Act, 1986.#
5. Provisional Consolidated Uttarakhand Pollution Ref No: August 23, March 31,
Control Board UKPCB/Roorkee 2025 2035
Consent & authorization
RO/Haridwar/BMW/83
under Water Act, Air Act
46330
and BMW Rules as
amended and notified under
Environment (Protection)
Act, 1986.^
6. Industrial Entrepreneurs Department for IEM/A/ACK/8310/2025 August 27, Valid until
Memorandum issued under Promotion of Industry 2025 cancelled
the Industries (Development and Internal Trade, or
and Regulation) Act, 1951 Ministry of modified
for manufacture of Commerce and
allopathic and Industry, Government
pharmaceutical preparations of India
7. Certificate of Stability Engineer Kapil - July 23, 2025 Valid until
Sharma, Shakti cancelled
Associates or
modified
8. Boiler Certificate Deputy Director of Registry No. : UR-379 December 05, November
Boiler, Labour 2024 08, 2025
Department,
Uttarakhand
9. License issued under the Food Safety and 12617006000286 February 23, September
Food Safety Standards Act, Standards Authority 2024 18, 2027
2006 authorising the of India
manufacture of food or
health supplements and
nutraceuticals etc.
10. Load approval letter for Executive Engineer, Sanction No.- March 19, Valid until
enhancement of load from Electricity 860250319012 2025
cancelled
600KVA to 900KVA* Distribution Division,
or
Uttarakhand Power
modified
Corporation Limited
11. Load approval letter for Executive Engineer, Sanction No.- March 13, Valid until
enhancement of load from Electricity 860230313001 2023
cancelled
350KVA to 600KVA* Distribution Division,
or
Uttarakhand Power
modified
Corporation Limited
12. Load approval letter for Executive Engineer, Sanction No.- April 25, 2025 Valid until
sanction of new connection Electricity 860250425002
cancelled
service for a load of Distribution Division,
or
600KVA* Uttarakhand Power
modified
Corporation Limited
13. Letter of periodic Assistant Electrical Number- 226 A.E.I. / May 06, 2025 May 04,
inspection of 1600 KVA and Inspector, Haridwar District/
2027
900 KVA transformers Government of U.E.A/ 2025-26/
Uttarakhand Periodic Insp.
14. Letter issued for inspection Assistant Electrical Letter Number- 225 E.I./ May 06, 2025 May 04,
and examination under Inspector, A.E.I. / Regulation 32
2028
Regulation 32 of the Central Government of
Electricity Authority Uttarakhand
(Measures Relating to
Safety and Electric Supply)
Regulations, 2023 of DG set
352Sr. Type of License/Approval Issuing Authority Reference / Date of Valid up
No. Registration / License Issue/Renewa to
No. l
500 KVA (2 Nos.) and DG
set- 135KVA
15. Annual clearance of no Office of the Chief Letter No.: N- May 08, 2025 May 07,
objection certificate related Fire Office, District, 10(3)/CFO-R/2025 2028
to fire safety Haridwar
16. No Objection Certificate for Department of Water CGWA/NOC/IND/REN December 13, July 07,
ground water abstraction Resources, Central /1/2024/10320 2024 2027
Ground Water
Authority
17. Certificate of Verification Senior Inspector, 5628 October 10, October
issued under Legal Office of the 2024 09, 2025
Metrology Act, 2009 for Metrology Controller
water flow meter
18. Certificate of Verification Senior Inspector, 7501 August 22, August
issued under Legal Office of the 2025 21, 2026
Metrology Act, 2009 for Metrology Controller
FWM cups, filling nozzle
cap, weight box, water flow
meter, filling machine and
weighing instrument
19. License to manufacture for Food Safety & Drug 16/UA/SC/P(LVP)- September 9, September
sale or for distribution of Administration, 2020 2025 8, 2030
Larg Volume Parenterals/ Uttarakhand
Sera and Vaccine /
Recombinant DNA (r-DNA)
derived drugs specified in
Schedules C and C(1)
excluding those specified in
Schedule X
20. Certificate of Good Chief Executive PPB/GMP/F/2023/025 May 18, 2023 February
Manufacturing Practices for Officer, Pharmacy 20, 2026
oral liquid dosage forms, and Poisons Board,
oral solid dosage forms and Ministry of Health,
parenteral preparation Republic of Kenya
21. Certificate of Good Director (Drug NAFDAC/DER/HQ/00 January 17, November
Manufacturing Practices for Evaluation and 6/VOL.IX/485 2025 20, 2027
oral liquid dosage forms, Research Directorate),
oral solid dosage forms, National Agency for
tropical preparation and Food and Drug
external preparation Administration and
Control
22. License to manufacture for Food Safety & Drug 40/UA/SC/P-2010 September 9, September
sale or for distribution of Administration, 2025 8, 2030
drugs other than those Uttarakhand
Specified in Schedules C, C
(I) and X
23. License to manufacture for Food Licesning and 41/UA/SC/P-2010 September 9, September
sale or for distribution of Drug Administration, 2025 8, 2030
drugs other than those Uttarakhand
Specified in Schedules C, C
(I) and X
24. License to manufacture for Food Licesning and 47/UA/2016 September 9, September
sale or for distribution of Drug Administration, 2025 8, 2030
drugs other than those Uttarakhand
Specified in Schedules C, C
(I) and X
25. License to manufacture for Food Licesning and 75/UA/SC/P-2006 September 9, September
sale or for distribution of Drug Administration, 2025 8, 2030
drugs other than those Uttarakhand
Specified in Schedules C, C
(I) and X
26. License to manufacture for Food Licesning and 76/UA/2006 September 9, September
sale or for distribution of Drug Administration, 2025 8, 2030
353Sr. Type of License/Approval Issuing Authority Reference / Date of Valid up
No. Registration / License Issue/Renewa to
No. l
drugs other than those Uttarakhand
Specified in Schedules C, C
(I) and X
27. License retention certificate Drug Licensing and 17P/1/175/2013/2700 February 28, September
issued for drug Controlling Authority, 2024 25, 2028
manufacturing license Uttarakhand
bearing number
8/C/UA/2013
28. License to manufacture for Food Licesning and 48/UA/2016 September 9, September
sale or for distribution of Drug Administration, 2025 8, 2030
drugs other than those Uttarakhand
Specified in Schedules C, C
(I) and X
29. Certificate of good Drug Licensing and 17P/1/60/2006/65 January 02, January
manufacturing practices Controlling Authority, 2024 01, 2027
issued for manufacturing of Uttarakhand
non-beta lactum tablets,
capsules, ointment, dry
syrups and oral liquid
30. Certificate of good Drug Licensing and 17P/1/87/2010/66 January 02, January
manufacturing practices Controlling Authority, 2024 01, 2027
issued for manufacturing of Uttarakhand
SVP, ampoule, eye and ear
drops, LVP and hormone
tablets
31. Certificate of good Drug Licensing and 17P/1/88/2010/60 January 02, January
manufacturing practices Controlling Authority, 2024 01, 2027
issued for manufacturing of Uttarakhand
cephalosporin tablets,
capsules, dry powder
Injection, dry Powder Syr
and dry powder
32. Licence to manufacture for State Licensing UK. AY-353/2017 May 21, 2022 Valid until
sale of Ayurvedic (including Authority, Ayurvedic cancelled
siddha) or unani drugs under and Unani Services, or
the Drugs and Cosmetics Uttarakhand modified
Act 1940 and the Drugs
Rules 1945
33. Membership certificate for Bharat Oil and Waste BOWML/R/1197/12 March 22, March 09,
disposal of hazardous waste Management Limited 2025 2026
34. Membership certificate Bharat Environmental BES/UK/2024-25/1118 July 26, 2025 March 31,
issued for disposal of Solutions 2029
biomedical waste under the
Biomedical Waste
Management Rules, 2016
35. No-objection certificate for Executive Engineer, No.- 3195/EDDB/R- August 01, Valid until
net metering and grid Office of the 4/E.E. 2024 cancelled
connectivity for solar Executive Engineer, or
rooftop power plant Uttarakhand Power modified
Corporation Ltd.
36. Certificate of Initial Assistant Electrical 1071 S.E.1./Haridwar September 02, September
Inspection of the 320 KW Inspector, District/U.V.A./P.lnsp./ 2025 1, 2027
solar power plant Government of 2025-26
Uttarakhand
37. Certificate of good Food Safety & Drug 17P/1/88/2006/6850 May 13, 2025 May 12,
Administration, 2028
laboratory practices issued
Uttarakhand
under Schedule “L-1”(150-
E) of the Drug & Cosmetics
Rules, 1945 for the
laboratory situated at Khasra
No-596/1, Roorkee,
354Sr. Type of License/Approval Issuing Authority Reference / Date of Valid up
No. Registration / License Issue/Renewa to
No. l
Dehradun, Highway
Kishanpur, Roorkee
Haridwar, Uttarakhand
38. Certificate of good Food Safety & Drug 17P/1/87/2010/6852 May 13, 2025 May 12,
laboratory practices issued Administration, 2028
under Schedule “L-1”(150- Uttarakhand
E) of the Drug & Cosmetics
Rules, 1945 for the
laboratory situated at Khasra
No-593/1, Roorkee,
Dehradun, Highway
Kishanpur, Roorkee
Haridwar, Uttarakhand
39. Certificate of good Food Safety & Drug 17P/1/60/2006/6848 May 13, 2025 May 12,
laboratory practices issued Administration, 2028
under Schedule “L-1”(150- Uttarakhand
E) of the Drug & Cosmetics
Rules, 1945 for the
laboratory situated at N.H
74, Roorkee Dehradun,
Highway Kishanpur,
Roorkee, Haridwar,
Uttarakhand
40. Registration For Narcotics Control Unique Registration January 24, Valid until
Manufacture/ Distribution/ Bureau, Department Number- 2017 cancelled
Sale/ Purchase/ Possession/ of Internal Security, DLCD4500205 or
Storage/ Consumption of Ministry of Home modified
Controlled Substance, Affairs
namely, Ephedrine and
Pseudoephedrine
41. Certificate of good Food Safety & Drug F. No. May 13, 2025 May 12,
manufacturing practices Administration, 17P/1/60/2006/6847 2028
issued for manufacturing for Uttarakhand
sale of drugs bearing drug
manufacturing license no.
76/UA/2006 on Form 25 and
75/UA/SC/P-2006 on Form
28 under Revised Schedule
“M” of the Drugs &
Cosmetics Rule 1945
42. Certificate of good Food Safety & Drug F. No. May 13, 2025 May 12,
manufacturing practices Administration, 17P/1/87/2010/6853 2028
issued for manufacturing for Uttarakhand
sale of drugs bearing drug
manufacturing license no.
47/UA/2016 on Form 25 and
41/UA/SC/P-2010 on Form
28 under Revised Schedule
“M” of the Drugs &
Cosmetics Rule 1945
43. Certificate of good Food Safety & Drug F. No. May 13, 2025 May 12,
manufacturing practices Administration, 17P/1/87/2010/6851 2028
issued for manufacturing for Uttarakhand
sale of drugs bearing drug
manufacturing license no.
48/UA/2016 on Form 25 and
40/UA/SC/P-2010 on Form
28 under Revised Schedule
“M” of the Drugs &
Cosmetics Rule 1945
*These licenses are one-time in nature and are not continuous in nature. Accordingly, an application for change of name on
these licenses, pursuant to conversion of our Company is not required to be made.
355#Our Company holds a valid consolidated consent and authorisation issued under Section 25 of the Water (Prevention and
Control of Pollution) Act, 1974, Section 21 of the Air (Prevention and Control of Pollution) Act, 1981 and Authorization
under Rule 3(c) and 5(5) of the Hazardous and Waste (Management, Handling and Transboundary Movement) Rules, 2016.
We had made an application for change of address of our Manufacturing Facility appearing in the consolidated consent
and authorisation, therefore we have been issued a provisional certificate by the Uttarakhand Pollution Control Board.
^Our Company had applied for inclusion of authorisation under BMW Rules in relation to the dispensary housed in our
Manufacturing Facility. Accordingly, a provisional consolidated consent and authorisation was issed by the Uttarakhand
Pollution Control Board, post inclusion of such authorisation.
VII. Product Registrations
In addition to the material approvals set out above, our Company is required to obtain product registrations in
respect of the various drugs we manufacture. In this regard, our Company has obtained product registrations under
the Drugs and Cosmetics Act, 1940, read with the Drugs and Cosmetics Rules, 1945, from the Drug Licensing
Authority, Himachal Pradesh. Further, our Company has obtained product registrations in various countries, in
respect of the products we manufacture, from the licensing authorities of the relevant jurisdictions. Certain product
registrations may have lapsed in their normal course, and we have made applications to the appropriate authorities
for the renewal of such registrations.
VIII. Quality Related Certificates
For details of quality related certificates issued to our Company, please refer to the chapter titled “History and
Certain Corporate Matters - Key awards, accreditations or recognitions” on page 222 of this Draft Red Herring
Prospectus.
IX. Intellectual Property Related Approvals
As on date of this Draft Red Herring Prospectus, our Company has made the following applications for registering
trademarks under the Trade Marks Act, 1999:
S. No. Description Class Application Date of application Status
Number
1. COTEC 5 7076244 June 21, 2025 Formalities Chk Pass
2. COTEC 35 7076245 June 21, 2025 Formalities Chk Pass
3. 5 7076246 June 21, 2025 Formalities Chk Pass
4. 35 7076247 June 21, 2025 Formalities Chk Pass
X. Approvals for which applications have been made by our Company and are pending:
Our Company was converted into a public limited company and consequently, the name of our Company was
changed to our present name i.e., ‘Cotec Healthcare Limited’ pursuant to a certificate of incorporation
consequent upon conversion to a public limited company dated July 2, 2025, issued by the RoC. Our Company
has filed the necessary applications with relevant statutory and regulatory authorities for reflecting the change
of name of our Company in licenses, as disclosed above, pursuant to conversion from a private limited
company to a public limited company.
XI. Material approvals which have expired and for which renewal applications have not been made by our
Company:
Nil
XII. Material Approvals which are required but not yet applied for by our Company:
Our Company proposes to undertake capital expenditure for setting up a new project to enhance existing
manufacturing capacities and manufacture new products. Our Company has obtained a provisional consent to
establish under Water Act and Air Act from Uttarakhand Pollution Control Board, for undertaking the
356proposed expansion. For details of the other statutory approvals that we may require at relevant stages of the
proposed expansion, please refer to “Objects of the Offer - Statutory Approvals” on page 109 of this Draft Red
Herring Prospectus.
357OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by our Board of Directors pursuant to the resolution passed at its meeting dated
August 28, 2025 and the Fresh Issue has been authorised by our Shareholders pursuant to a special resolution
passed at the meeting dated August 30, 2025. This Draft Red Herring Prospectus has been approved by our Board
pursuant to its resolution passed in the meeting held on September 10, 2025.
Our Board of Directors has taken on record the approval for the Offer for Sale by the Promoter Selling
Shareholders pursuant to the resolution passed at its meeting dated August 28, 2025. Each of the Promoter Selling
Shareholders, severally and not jointly, specifically confirms that its respective portion of the Offered Shares are
eligible for being offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations.
Each of the Promoter Selling Shareholders has, severally and not jointly approved its respective portion inthe
Offer for Sale as set forth below:
Sr. No. Name of the Promoter Selling Number of Equity Amount (in ₹ Date of the
Shareholders Shares of face million) * consent letter to
value of ₹ 5/- participate in the
offered for sale Offer for Sale
1. Harsh Tiwari Up to 3,000,000 [●] August 28, 2025
2. Vandana Tiwari Up to 3,000,000 [●] August 28, 2025
*To be updated in the Prospectus following finalisation of Offer Price.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated [●] and [●], respectively.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, our Promoters, our Promoter Selling Shareholders, members of our Promoter Group, our Directors
and persons in control of our Company 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.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or
persons in control have been debarred from accessing capital markets under any order or direction passed by SEBI
or any other authorities.
The Company, Promoters, Promoter Group or Directors have neither 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.
None of our Promoters or Directors have been declared as fugitive economic offenders under Section 12 of the
Fugitive Economic Offenders Act, 2018. Our Company, Promoters or Directors have not been declared as Wilful
Defaulters or Fraudulent Borrowers, as defined in the SEBI ICDR Regulations.
There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into, or which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red
Herring Prospectus.
Directors associated with the Securities Market
None of our Directors are associated with the Securities Market. Further, there is no outstanding action initiated
by SEBI against our Directors in the 5 years preceding the date of this Draft Red Herring Prospectus.
358Confirmation under Companies (Significant Beneficial Ownership) Rules, 2018
Our Company, our Promoters, our Promoter Selling Shareholders, members of our Promoter Group severally and
not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
to the extent applicable, as on the date of this Draft Red Herring Prospectus.
Other confirmations
Except as disclosed below, none of the Directors, or Promoters or individuals forming part of the Promoter Group
of our Company is appearing in the list of directors of struck-off companies:
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
• Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis,
in each of the preceding three full years (of 12 months each), of which not more than 50% are held
in monetary assets;
• Our Company has an average operating profit of at least ₹150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of these
preceding three years;
• Our Company has a net worth of at least ₹10 million in each of the preceding three full years (of 12 months
each), calculated on a restated and consolidated basis; and
• Our Company has not changed its name in the last one year prior to the date of this Draft Red
Herring Prospectus. Our Company has deleted the word “Private” from its name pursuant to conversion from
private limited company into a public limited company in the last one year. Our Company has not undertaken
any new activity pursuant to such change in name.
Unless stated otherwise, the computation of net tangible assets, operating profit, net worth, monetary assets, as
restated, as derived from the Restated Consolidated Financial Statements, as at and for the Fiscals 2025, 2024 and
2023, is set forth below:
(₹ in million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net tangible assets (1), as restated (A) 610.90 404.38 295.40
Operating profit(2), as restated (B) 283.25 148.96 77.38
Net worth(3), as restated (C) 589.73 388.99 283.43
Monetary assets(4), as restated (D) 75.36 96.68 35.70
Monetary assets, as restated as a % of Net tangible assets, 12.34 23.91 12.09
as restated (E)=(D)/ (A) (in %)
As certified by the Statutory Auditor of our Company, by way of its certificate dated September 10, 2025.
Notes:
(1)Net tangible assets” means the sum of all net assets of the Company as per the Restated Consolidated Financial Statements excluding
Intangible Assets (as per IND AS- 38), Deferred Tax Assets (net) (as per IND AS-12) and Right of Use Assets (as per IND AS- 116) reduced
by Total Liabilities (excluding lease liabilities and deferred tax liability) of the Company, as defined under the Indian Accounting Standards
prescribed under Section 133 of the Companies Act, 2013 read with the Companies(Indian Accounting Standards) Rules, 2015).
2)Operating Profits has been calculated as profit before tax excluding non-operating other income, finance cost and exceptional items.; The
average restated operating profit of the Company for the Fiscals 2025, 2024 and 2023 is ₹ 169.86 million.
3)For the purposes of the above, “net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated
losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets,
write-back of depreciation and amalgamation.
4)Monetary Assets comprises the sum of current and non-current cash and bank balance.
For further details, see “Other Financial Information” on page 337.
We are currently eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulation 6(1) of
the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations we are
required to allocate: (i) not more than 50% of the Offer to QIBs, 5% of which shall be allocated to Mutual Funds
exclusively; (ii) not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders of
which one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application
359size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion shall be
available for allocation to Bidders with an application size of more than ₹ 1.00 million 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; and (iii) not less than 35% of the Offer to RIBs, subject to valid Bids being
received at or above the Offer Price. In the event we fail to do so, the full application money shall be refunded to
the Bidders.
The Promoter Selling Shareholders confirm that they have held the Offered Shares for a period of at least one year
prior to the date of filing of this Draft Red Herring Prospectus and that the Offered Shares are eligible to be offered
for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations, to the extent applicable to
them, as on the date of this Draft Red Herring Prospectus.
Our Company shall not make an Allotment if the number of prospective Allottees is less than 1,000 in accordance
with Regulation 49(1) of the SEBI ICDR Regulations and other applicable law. Further, our Company confirms
that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent
applicable. Our Company is in compliance with the conditions specified in Regulation 7(1), to the extent
applicable, of the SEBI ICDR Regulations and will ensure compliance with the conditions specified in Regulation
7(2) of the SEBI ICDR Regulations, to the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the
SEBI ICDR Regulations are as follows:
(i) Our Company, our Promoters, the Promoter Selling Shareholders, members of the Promoter Group and
our Directors are not debarred from accessing the capital markets by SEBI.
(ii) The companies with which our Promoters or Directors are associated as a promoter or director are not
debarred from accessing the capital markets by SEBI;
(iii) Neither our Company, nor our Promoters or Directors is a Wilful Defaulter or a Fraudulent Borrower;
(iv) None of our Individual Promoters or Directors have been declared as a Fugitive Economic Offender;
(v) There are no outstanding convertible securities of our Company or any other right which would entitle
any person with any option to receive Equity Shares of our Company as on the date of filing of this Draft
Red Herring Prospectus;
(vi) Our Company along with Registrar to the Offer has entered into tripartite agreements with NSDL and
CDSL each dated June 25, 2025, for dematerialisation of the Equity Shares;
(vii) The Equity Shares of our Company held by our Promoters are in dematerialised form;
(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
filing of this Draft Red Herring Prospectus; and
(ix) There are no requirements to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance,
excluding the amount to be raised through the Fresh Issue and existing identifiable internal accruals.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SECURITIES AND EXCHANGE BOARD OF
INDIA (“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 THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD
MANAGER, PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED, HAS CERTIFIED THAT
THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS
360REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLM IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLM
HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 10, 2025 IN
THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR 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 BRLM, ANY IRREGULARITIES OR
LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
All legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring
Prospectus with the RoC including in terms of Section 32 of the Companies Act. All legal requirements pertaining
to this Offer will be complied with at the time of filing of the Prospectus with the RoC including in terms of
Sections 26, 32, 33(1) and 33(2) of the Companies Act.
Disclaimer from our Company, the Directors, the Promoter Selling Shareholders and BRLM
Our Company, the Promoter Selling Shareholders, our Directors and the BRLM accept no responsibility for
statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material
issued by or at our Company’s instance and anyone placing reliance on any other source of information, including
our Company’s website https://cotec.in/, or the respective websites of our Promoter, Promoter Group or any
affiliate of our Company would be doing so at his or her own risk.
It is clarified that neither the Promoter Selling Shareholders nor their affiliates, associates and officers, accept
and/or undertake any responsibility for any statement made or undertakings provided other than those made by
the Promoter Selling Shareholders, and only in relation to him/her and/or to the Equity Shares offered by the
Promoter Selling Shareholders through the Offer for Sale and included in this Draft Red Herring Prospectus and
anyone placing reliance on any other source of information, including our Company’s website https://cotec.in/
would be doing so at his or her own risk. The BRLM accept no responsibility, save to the limited extent as provided
in the Offer Agreement and as will be provided for in the Underwriting Agreement.
All information, to the extent required in relation to the Offer, shall be made available by our Company, the
Promoter Selling Shareholders, severally and not jointly (to the extent the information pertains to the Promoter
Selling Shareholders and the Offered Shares), and the BRLM to the Bidders and the public at large and no selective
or additional information would be made available for a section of the investors in any manner whatsoever,
including at road show presentations, in research or sales reports, at the Bidding Centres or elsewhere.
None among our Company or any member of the Syndicate is liable for any failure in downloading the Bids due
to faults in any software/ hardware system or otherwise and the blocking of application amount by RIB bank on
receipt of instruction from the Sponsor Bank on account of any error, omission or non-compliance by various
parties involved in, or any fault, malfunctioning or break-down in, or otherwise, in the UPI Mechanism.
Bidders will be required to confirm and will be deemed to have represented to our Company, Underwriters,
Promoter Selling Shareholders and their respective directors, 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, 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, Underwriters, the
Book Running Lead Manager and their respective directors, officers, agents, affiliates, and representatives accept
no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity
Shares.
361The BRLM and its associates and affiliates may engage in transactions with, and perform services for, our
Company, our Promoter Selling Shareholders, entities forming part of our Promoter Group and their respective
directors and officers, 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 our Company, our
Promoters, our Promoter Selling Shareholders, entities forming part of our Promoter Group, affiliates or associates
or third parties, for which they have received, and may in the future receive, compensation. As used herein, the
term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with
another person or entity.
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with SEBI, VCFs, FVCIs, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to RBI permission), NBFCSIs or trusts under registered applicable trust law and who are authorised
under their constitution to hold and invest in shares, public financial institutions as specified in Section 2(72) of
the Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial
development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable
law) and pension funds, National Investment Fund, insurance funds set up and managed by army, navy or air force
of Union of India, insurance funds set up and managed by the Department of Posts, GoI and permitted non-
residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they
are eligible under all applicable laws and regulations to purchase the Equity Shares. Any dispute arising out of
this Offer will be subject to the jurisdiction of appropriate court(s) at the state of Mumbai, India only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations.
Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this
Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any
sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs
of our Company since the date hereof or that the information contained herein is correct as of any time subsequent
to this date.
Eligibility and Transfer Restrictions
The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in
the United States, and unless so registered, may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable U.S. state securities laws. 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 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.
Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red
Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which
comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is
outside India. 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.
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
362participatory notes, issued against the Equity Shares or any similar security, other than in accordance with
applicable laws.
Disclaimer Clause of BSE
As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
Disclaimer clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause
as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.
Listing
The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on
BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading
of the Equity Shares. [●] will be the Designated Stock Exchanges with which the Basis of Allotment will be
finalized.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock
Exchanges, our Company shall forthwith repay, without interest, all moneys received from the applicants in
pursuance of this Draft Red Herring Prospectus. If such money is not repaid within the prescribed time, then our
Company and every officer in default shall be liable to repay the money, with interest, as prescribed under
applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all Stock Exchanges mentioned above are taken within three Working Days of the
Bid/Offer Closing Date.
If our Company does not Allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by SEBI, it shall repay, without interest, all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period or such other rate prescribed by SEBI.
The Promoter Selling Shareholders undertakes to provide such reasonable assistance as may be requested by our
Company, in relation to the Offered Shares to facilitate the process of listing and commencement of trading of the
Equity Shares on the Stock Exchanges within such time prescribed by SEBI.
Consents
Consents in writing of: (a) our Directors, our Promoters, the Promoter Selling Shareholders, our Company
Secretary and Compliance Officer, our Chief Financial Officer, BRLM, Registrar to Offer, Legal Advisor,
Bankers to our Company, Statutory Auditors, F&S and Dun & Bradstreet have been obtained and (b) Bankers to
our Company the Syndicate Member, the Public Offer Bank(s), the Escrow Collection Bank(s), Refund Banker,
Sponsor Bank to act in their respective capacities, will be obtained prior to filing of the Red Herring Prospectus
with the RoC as required under the Companies Act, 2013 and such consents shall not be withdrawn up to the time
of delivery of the Prospectus for filing with RoC.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated September 10, 2025 from M/s. Rajendar K. Kumar &
Associates, Chartered Accountants, to include their name as required under section 26 (5) of the Companies
Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditor, and in respect of (i) their examination report dated September 2, 2025 on our Restated Consolidated
363Financial Statements; and (ii) their report dated September 10, 2025 on the Statement of Special Tax Benefits
in this Draft Red Herring Prospectus;
ii. Our Company has received written consent dated September 10, 2025 from Prateek Gupta & Company,
Chartered Accountants, independent chartered accountant, having firm registration number 016512C, and
holding a valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of
the Companies Act, 2013 read with the SEBI ICDR Regulations in this Draft Red Herring Prospectus, and as
an “expert” as defined under Section 2(38) of the Companies Act with respect to the information in certificates
each dated September 10, 2025 and such consent has not been withdrawn as on the date of this Draft Red
Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under
the U.S. Securities Act.
iii. Our Company has received written consent dated July 29, 2025 from Mehta and Mehta, Company Secretaries,
holding a valid peer review certificate, to include their name in this Draft Red Herring Prospectus and be
named as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate
dated June 21, 2025 issued by them in their capacity as an independent practicing company secretary to our
Company in connection with the Offer and such consent has not been withdrawn as on the date of this Draft
Red Herring Prospectus.
iv. Our Company has received written consent dated September 5, 2025 from Rajiv Kumar Gupta, Chartered
Engineer, to include his name in this Draft Red Herring Prospectus and be named as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 in respect of his certificate dated September 5, 2025 in
connection with the Offer and such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. It is
clarified, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate
entity during the last three years
As on date of this Draft Red Herring Prospectus, our Company has not made any capital issues, under SEBI ICDR
Regulations, during the three years preceding the date of this Draft Red Herring Prospectus. Further, our Company
does not have any listed subsidiaries. As on date of this Draft Red Herring Prospectus, our Company does not
have any group companies or associates.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of the Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since
our Company’s incorporation.
Particulars regarding previous public or rights issues by our Company during the last five years
As on date of this Draft Red Herring Prospectus, our Company has not made any rights issues, in terms of SEBI
ICDR Regulations, during the five years immediately preceding the date of this Draft Red Herring Prospectus.
Further, our Company has not made any public issues during the five years immediately preceding the date of this
Draft Red Herring Prospectus.
Performance vis-à-vis objects – Public/ rights issue of our Company
Our Company has not made any public or rights issues (as defined under the SEBI ICDR Regulations) during the
five years preceding the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries/listed Promoter of our
Company
As on date of this Draft Red Herring Prospectus, our Company does not have a corporate promoter and the
securities of our Subsidiary are not listed on any stock exchanges in India or abroad.
364Price information of past issues (during the current Fiscal and two Fiscals preceding the current Fiscal)
handled by Pantomath Capital Advisors Private Limited
Sr. Issue Name Issue Issue Listing Opening +/- % change +/- % change in +/- % change in
No Size (₹ Price date price on in closing closing price, [+/- closing price,
million) (Rs.) listing price, [+/- % % change in [+/- % change in
date change in closing closing
closing benchmark]- 90th benchmark]-
benchmark]- calendar days 180th calendar
30th from listing days from listing
calendar
days from
listing
1. Ur5b an Enviro 114.20 100.00 June 22, 141.00 - 27.66% -5.39% 185.99%
Waste 2023 (5.19%) (6.02%) (14.10%)
Management
limited
2. A eroflex 3510.00 108.00 August 31, 197.40 -22.59% -19.12% -25.73%
Industries 2023 (1.54%) (2.07%) (12.28%)
Limited
3. Vish nu Prakash 3086.00 99.00 September 165.00 0.67% 24.12% 7.58%
R Punglia 05, 2023 (-0.71%) (3.54% ) (14.32%)
Limited
4. Pl aza Wires 712.80 54.00 October 12, 76.00 52.89% 40.33% 24.87%
Limited 2023 (-1.36%) (8.85%) (14.51%)
5. Tran steel Seating 499.80 70.00 November 88.90 3.82% 2.36% -25.42%
Technologies 06, 2023 (7.44%) (12.58%) (15.78%)
Limited
6. SAR Televenture 247.50 55.00 November 105.00 78.67% 186.86% 101.48%
Limited 08, 2023 (7.50%) (11.97%) (15.60%)
7. K ronox Lab 1,301.52 136.00 June 10, 164.95 -3.61% 4.41% 23.00%
Sciences Limited 2024 (5.05%) (6.85%) (6.00%)
8. San star Limited 5,101.50 95.00 July 109.00 22.88% 11.34% 3.94%
26,2024 (-0.05%) (-1.61%) (-7.29%)
9. SAR Televenture 4499.93 210.00 July 225.05 49.43% 38.30% 1.56%
Limited- 29,2024 (0.73%) (-2.64%) (-7.02%)
Composite Issue
10. Qu ality Power 8,586.96 425.00 February 430.00 -22.06% -0.48% 83.42%
Electrical 24, 2025 (4.95%) (10.20%) (10.27%)
Equipments
Limited
11. H ighway 1,300.00 70.00 August 12, 117.00 -24.47% - -
Infrastructure 2025 (1.48%)
Limited
12. Regaal 3,059.95 102.00 August 20, 141.80 - - -
Resources 2025
Limited
13. Vikran 7,720.00 97.00 September 99.00 - - -
Engineering 03, 2025
Limited
For details regarding the track record of the Book Running Lead Manager, as specified in the Circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please refer to the website
www.pantomathgroup.com
Sources: All shares price data are taken from www.bseindia.com and www.nseindia.com
Note:
1. The BSE Sensex and CNX Nifty are considered as the Benchmark Index.
2. Prices on BSE/NSE are considered for all of the above calculations.
3. In case the 30th/90th/180th day is a holiday, closing price on BSE/NSE of the previous trading day has been considered.
4. In case 30th/90th/180th days, scrips are not traded then closing price on BSE/NSE of the previous trading day has been considered.
365Summary statement of price information of past public issues (during the current Financial Year and two
Financial Years preceding the current financial year) handled by Pantomath Capital Advisors Private
Limited
Fiscal Tot Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
al funds discount on 30th premium on 30th discount on 180th premium on 180th
no. raised Calendar day from Calendar day from Calendar day from Calendar day from
of (in ₹ listing date listing date listing date listing date
IPO million) Over Between Less Over Between Less Over Between Less Over Between Less
s 50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
23-24 6 8,170.45 - 1 1 2 - 2 - 2 - 2 - 2
24-25 4 19,489.91 - - 2 - 1 1 - - - 1 - 3
25-26 3 12,079.95 - - 1 - - - - - - - - -
*Up to 9th September, 2025.
Track record of past issues handled by the BRLM
For details regarding the track record of the BRLM, as specified under Circular reference CIR/MIRSD/1/2012
dated January 10, 2012 issued by the SEBI, see the website of the BRLM mentioned below:
BRLM Website
Pantomath Capital Advisors Private Limited www.pantomathgroup.com
For further details in relation to the BRLM, see “General Information – Book Running Lead Manager” on page
78.
Stock Market Data of Equity Shares
This being an initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange and accordingly, no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for 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, subject to agreement with our Company for storage of such records for longer period, to enable the
investors to approach the Registrar to the Offer for redressal of their grievances.
All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give
full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID,
PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form
was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly
received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. All
grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a
copy to the Registrar to the 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 BRLM where the Bid cum
Application Form was submitted by the Anchor Investor.
The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank(s) for
addressing any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Manager
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 provisions of the SEBI ICDR
Regulations. Bidders can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in
366case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations, non-receipt of
funds by electronic mode etc.
SEBI, by way of the SEBI ICDR Master Circular has identified the need to put in place measures, in order to
manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of
mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and
failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures.
Subsequently, SEBI vide its June 2021 Circular, modified the process timelines and extended the implementation
timelines for certain measures introduced by the March 2021 Circular.
As per the SEBI ICDR Master Circular and March 2021 Circular read with the June 2021 Circular and amended
by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, for initial public offerings
opening for subscription on or after May 1, 2021, and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular, SEBI
has prescribed certain mechanisms to ensure proper management of investor issues arising out of the UPI
Mechanism, including (i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS
alerts by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) periodic sharing of statistical details
of mandate blocks/unblocks, performance of apps and UPI handles, network latency or downtime, etc., by the
Sponsor Bank(s) to the intermediaries forming part of the closed user group vide email; (iv) limiting the facility
of reinitiating UPI Bids to Syndicate Members to once per Bid; and (v) mandating SCSBs to ensure that the
unblock process for nonallotted/ partially allotted applications is completed by the closing hours of one Working
Day subsequent to the finalisation of the Basis of Allotment.
In terms of SEBI ICDR Master Circular 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 ICDR Master Circular 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.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular.
Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issues, 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 Bid From the date on which the request for
/ withdrawn / deleted Amount, whichever is higher cancellation / withdrawal / deletion is
applications placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts 1. Instantly revoke the blocked funds other than From the date on which multiple
for the same Bid made through the original application amount; and amounts were blocked till the date of
the UPI Mechanism 2. ₹100 per day or 15% per annum of the total actual unblock
cumulative blocked amount except the original
Bid Amount, whichever is higher
Blocking more amount than 1. Instantly revoke the difference amount, i.e., From the date on which the funds to the
the Bid Amount the blocked amount less the Bid Amount; and excess of the Bid Amount were
2. ₹100 per day or 15% per annum of the blocked till the date of actual unblock
difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to
Allotted/partially Allotted Amount, whichever is higher the finalization of the Basis of
applications Allotment till the date of actual
unblock
367In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, 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 the SEBI ICDR Master Circular, the payment
of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book
Running Lead Manager, 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.
Disposal of Investor Grievances by our Company
Our Company has not received investor complaints during the period of three years preceding the date of this
Draft Red Herring Prospectus and this Draft Red Herring Prospectus, hence no investor complaint in relation to
our Company is pending as on the date of filing of this Draft Red Herring Prospectus.
Our Company shall, after filing of this Draft Red Herring Prospectus, obtain authentication on the SCORES in
terms of the SEBI circular bearing number 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 Registrar to the Offer or SCSB in case
of ASBA Bidders, for the redressal of routine investor grievances shall be seven Working Days from the date of
receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved,
our Company will seek to redress these complaints as expeditiously as possible.
Our Company has appointed Jyoti Sachdeva, as the Compliance Officer for the Offer and she may be contacted
in case of any pre-Offer or post-Offer related problems. For details, see “General Information” on page 76.
Our Company has also constituted a Stakeholders’ Relationship Committee comprising Dinesh Chandra Pandey,
Harsh Tiwari and Niraj Kumar Shukla as members, to review and redress shareholder and investor grievances.
For details, see “Our Management” on page 227.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not made any application under Regulation 300(1)(c) of the SEBI ICDR Regulations for
seeking an exemption from complying with any provisions of securities laws from SEBI, as on the date of this
Draft Red Herring Prospectus.
Other Confirmations
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, except for fees or
commission for services rendered in relation to the Offer.
We confirm that there are no findings/observations of any regulators that are material, and which need to be
disclosed or non-disclosure of which may have bearing on the investment decision. It is further confirmed that
our Company has not received any findings/observations from SEBI, as on date.
Disposal of investor grievances by listed group companies and subsidiaries
As on the date of this Draft Red Herring Prospectus, our Company has one subsidiary and its securities are not
listed on any stock exchange. Further, as on the date of this Draft Red Herring Prospectus our Company does not
have any Group Companies.
368SECTION IX - OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, offered and Allotted pursuant to this Offer shall be subject to the provisions of
the Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum
and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the
Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN, the Allotment
Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents or
certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject to all applicable
laws, guidelines, rules, notifications and regulations relating to the offer of capital and listing and trading of
securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other
authorities, as in force on the date of this Offer and to the extent applicable or such other conditions as may be
prescribed by SEBI, the GoI, the Stock Exchanges, the RoC and/or any other authorities while granting its
approval for the Offer.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholder(s).
For details in relation to Offer expenses, see “Objects of the Offer” on page 98.
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 and
Allotted in the Offer will be subject to the provisions of the Companies Act, 2013, SEBI ICDR Regulations,
SCRA, SCRR, the Memorandum and Articles of Association and will rank pari-passu in all respects with the
existing Equity Shares of our Company, including in respect of dividends and other corporate benefits, if any,
declared by our Company after the date of Allotment. For more information, see “Main Provisions of the Articles
of Association” on page 404.
Mode of Payment of Dividend
Our Company shall pay dividend, if declared, to our equity shareholders, as per the provisions of the Companies
Act, 2013, the SEBI Listing Regulations, the Memorandum and Articles of Association, and any guidelines or
directives that may be issued by the GoI in this respect. Any dividends declared after the date of Allotment
(including pursuant to the transfer of Equity Shares from the Offer for Sale) in this Offer will be payable to the
Allottees, for the entire year, in accordance with applicable law. For more information, see “Dividend Policy” and
“Main Provisions of the Articles of Association” on pages 254 and 404, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹ 5 and the Offer Price is ₹ [●] per Equity Share. At any given point of
time there will be only one denomination for the Equity Shares. The Floor Price of the Equity Shares is ₹ [●] and
the Cap Price of the Equity Shares is ₹ [●], being the Price Band. The Anchor Investor Offer Price is ₹ [●] per
Equity Share.
The Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLM and
shall be published at least two Working Days prior to the Bid/Offer Opening Date, in all editions of [●] (a widely
circulated English national daily newspaper) and all editions of [●] (a widely circulated Hindi national daily
newspaper, Hindi also being the regional language of Uttarakhand where our Registered Office is located), and
shall be made available to the Stock Exchanges for the purpose of uploading 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 at the website of the Stock Exchanges. The Offer Price shall be determined
by our Company in consultation with the BRLM, after the Bid/Offer Closing Date, on the basis of assessment of
market demand for the Equity Shares offered by way of Book Building Process.
At any given point of time there shall be only one denomination for the Equity Shares.
369Compliance with disclosure and accounting norms
Our Company shall comply with all applicable 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, the equity
Shareholders will have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting; in accordance with the provisions of the
Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to foreign exchange regulations and other
applicable laws; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies
Act, 2013, the terms of the SEBI Listing Regulations and our Memorandum and Articles of Association
and other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” on page 404.
Allotment of Equity Shares in dematerialised form
In terms of Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialized form. In this context, tripartite agreements have been signed among the Company, the
respective Depositories and the Registrar to the Offer:
• Agreement dated June 25, 2025 amongst NSDL, our Company and the Registrar to the Offer; and
• Agreement dated June 25, 2025 amongst CDSL, our Company and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of our Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in
the Offer will be only in electronic form in multiples of [●] Equity Shares, subject to a minimum Allotment of [●]
Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 380.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of any Equity Shares, they will be deemed to hold such Equity Shares as joint-tenants with benefits of survivorship.
Jurisdiction
The courts of Mumbai, India will have exclusive jurisdiction in relation to this Offer.
Period of operation of subscription list
See “– Bid/Offer Programme” on page 371.
Nomination facility to investors
370In accordance with Section 72 of the Companies Act, 2013, read with 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 sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may
be, the Equity Shares Allotted, if any, will vest to the exclusion of the other persons, unless the nomination is
varied or cancelled in the prescribed manner. A nominee entitled to the Equity Shares by reason of the death of
the original holder(s), will, in accordance with Section 72 of the Companies Act, 2013, be entitled to the same
benefits to which he or she will be entitled if he or she were the registered holder of the Equity Shares. Where the
nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to
become entitled to Equity Share(s) in the event of the holder’s death during minority. 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. Fresh nomination
can be made only on the prescribed form available on request at our Registered Office or to 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, will, on the
production of such evidence as may be required by the Board, elect either:
• to register himself or herself as holder of Equity Shares; or
• 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, the
Board may thereafter withhold payment of all dividend, interests, 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 dematerialized form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised 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.
Bid/Offer Programme
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
(1) Our Company in consultation with the BRLM, may consider participation by Anchor Investors. 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.
(2) Our Company in consultation with the BRLM may, consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing
Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5.00 p.m. on the bid/ offer closing date.
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/Offer Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA On or about [●]
Account*
Credit of Equity Shares to demat accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
*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 from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking
of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a
uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the
Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is
higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-
371allotted/partially allotted Bids, 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 SCSB 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. The Bidder shall be
compensated in the manner specified in 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, issued by SEBI, and any other applicable law in case of
delays in resolving investor grievances in relation to blocking/unblocking of funds. 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 ICDR
Mater Circular.
SEBI through the SEBI ICDR Master Circular, 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 ₹ 0.50 million, shall use UPI. RIBs and individual investors Bidding under the Non-
Institutional Portion Bidding for more than ₹ 0.20 million and up to ₹ 0.50 million, using the UPI Mechanism, shall provide their UPI ID in
the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using
the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
The above timetable is indicative and does not constitute any obligation or liability on our Company, the
Promoter Selling Shareholders or the BRLM.
While 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 of the Bid/Offer Closing Date or such other period as may be prescribed by SEBI, the
timetable may be extended due to various factors, such as extension of the Bid/Offer Period by our
Company in consultation with the BRLM the, revision of the Price Band or any delay in receiving the final
listing and trading approval from the Stock Exchanges. In terms of the SEBI ICDR Master Circular, our
Company shall within three days from the closure of the Offer, refund the subscription amount received in
case of non – receipt of minimum subscription or in case our Company fails to obtain listing or trading
permission from the Stock Exchanges for the Equity Shares. The commencement of trading of the Equity
Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.
The Promoter Selling Shareholders have specifically confirmed that they shall extend such reasonable
support and co-operation in relation to their respective Offered Shares, as required by our Company and
the BRLM for completion of the necessary formalities for listing and commencement of trading of the
Equity Shares at the Stock Exchanges within three Working Days from the Bid/ Offer Closing Date or
within such other period as may be prescribed by SEBI.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the
SCSBs on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till 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 Book Running
Lead Manager and the RTA on a daily basis, as per the format prescribed in SEBI RTA Master Circular.
To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed
only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading
Bids.
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.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 read with the SEBI ICDR Master
Circular (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations),
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.
Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes
to the listing timelines. Further, the Offer procedure is subject to change to any revised SEBI circulars to this
effect.
Submission of Bids (other than Bids from Anchor Investors):
372Bid/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 through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) – For RIBs, other than QIBs and Non-Institutional Investors)
Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like Internet Banking, Mobile Banking and Syndicate UPI
ASBA applications where Bid Amount is up to ₹ 0.50 million)
Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
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-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. on Bid/Offer Opening
categories# Date and up to 4.00 p.m. IST on Bid/ Offer Closing
Date
Upward or downward Revision of Bids or cancellation of Bids by RIBs Only between 10.00 a.m. on Bid/Offer Opening
Date and up to 5.00 p.m. IST on Bid/ Offer Closing
Date
*UPI mandate end time and date shall be at 5.00 pm on the 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:
(i) 4:00 p.m. IST for Bids by QIBs and Non-Institutional Investors; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retal
Individual Investir.
On Bid/ Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by RIBs after taking into account the total number of Bids received and as reported by the BRLM to the
Stock Exchanges.
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.
To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
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. Any time mentioned in this Draft Red Herring
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 and any revision in Bids will be accepted only during
Working Days during the Bid/ Offer Period. Bidders may please note that as per letter no. List/SMD/SM/2006
dated July 3, 2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids
and any revision in Bids shall not be accepted on Saturdays 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 Exchanges.
Our Company, in consultation with the BRLM, 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
373be revised accordingly. 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. The Floor Price shall not be less than the face value of the Equity Shares.
In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with
the BRLM, 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 Price Band,
and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a press release and also by indicating the change on the website of the BRLM and at
the terminals of the Syndicate Member and by intimation to the Designated Intermediaries and the Sponsor
Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.
Minimum Subscription
If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR or the minimum subscription of 90% of the Fresh Issue on the Bid/Offer Closing Date; or subscription
level falls below aforesaid minimum subscription after the Bid/Offer Closing Date due to withdrawal of Bids or
technical rejections or any other reason; or in case of devolvement of Underwriting, aforesaid minimum
subscription is not received within 60 days from the date of Bid/Offer Closing Date or if the listing or trading
permission is not obtained from the Stock Exchanges for the Equity Shares in the Offer, our Company shall
forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI
ICDR Master Circular. If there is a delay beyond the prescribed time after our Company becomes liable to pay
the amount, our Company and every Director of our Company, who are officers in default, shall pay interest at
the rate of 15% per annum or such other amount prescribed under applicable law, including the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and the SEBI ICDR Master Circular.
The requirement for minimum subscription is not applicable to the Offer for Sale. However, in case of under-
subscription in the Offer, the Equity Shares of face value ₹ 5 each will be allotted in the following order: (i) such
number of Equity Shares of face value ₹ 5 each will first be Allotted by our Company towards subscription of
90% of the Fresh Issue ; thereafter, (ii) the Equity Shares of face value ₹ 5 each held by the Promoter Selling
Shareholders and offered for sale in the Offer for Sale will be Allotted; and thereafter (iii) once Equity Shares of
face value ₹ 5 each have been allotted as per (i) and (ii), then such number of Equity Shares of face value ₹ 5 each
will be Allotted by the Company towards the balance 10% of the Fresh Issue
The Promoter Selling Shareholders shall reimburse the Company for any expenses in relation to the Offer paid by
the Company on behalf of the Promoter Selling Shareholders irrespective of the completion of the Offer directly
from the Public Offer Account in the manner as may be set out in the Other Agreements.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any,
in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company and
the Promoter Selling Shareholders shall be liable to pay interest on the application money in accordance with
applicable laws.
No liability to make any payment of interest or expenses shall accrue to the Promoter Selling Shareholders unless
the delay in making any of the payments/refund hereunder or the delay in obtaining listing or trading approvals
or any other approvals in relation to the Offer is caused solely by, and is directly attributable to, an act or omission
of the Promoter Selling Shareholders and to the extent of their respective portion of the Offered Shares.
Arrangement for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.
374New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Restriction, if any, on transfer and transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, lock-in of the Promoter’s minimum contribution and
the Anchor Investor lock-in in the Offer as detailed in “Capital Structure” on page 84, and except as provided in
our Articles of Association as detailed in “Main Provisions of the Articles of Association” on page 404, there are
no restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting. Further, there
are no restrictions on transmission of any shares/debentures of our Company and on their consolidation or
splitting, except as provided in our Articles of Association.
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 Exchanges.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription for the Fresh Issue as
prescribed under Regulation 45 of the SEBI ICDR Regulations is not fulfilled. Our Company in consultation with
the BRLM, reserves the right not to proceed with the Fresh Issue and the Promoter Selling Shareholders reserve
the right not to proceed with the Offer for Sale, in whole or in part thereof, to the extent of their Offered Shares,
after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue a public
notice in the newspapers in which the pre-Offer advertisements were published, within two days of the Bid/ Offer
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The BRLM,
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, And shall notify the Escrow Collection Bank to release the Bid
Amounts to the Anchor Investors, within one Working Day from the date of receipt of such notification and also
inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. The notice of
withdrawal will be issued in the same newspapers where the pre-Offer advertisements have appeared, and the
Stock Exchanges will also be informed promptly. In terms of the UPI Circulars, in relation to the Offer, the BRLM
will submit reports of compliance with T+3 listing timelines and activities, identifying non-adherence to timelines
and processes and an analysis of entities responsible for the delay and the reasons associated with it. Further, 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 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 BRLM shall, in its sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
If our Company in consultation with the BRLM withdraws the Offer after the Bid/ Offer Closing Date and
thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft
red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the
final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment;
and (ii) the filing of the Prospectus with the RoC.
375OFFER STRUCTURE
The Offer of up to [●] Equity Shares of face value of ₹ 5/- each for cash at price of ₹[●] per Equity Share of face
value of ₹ 5/- (including a premium of ₹[●] per Equity Share of face value of ₹ 5/-) aggregating up to ₹ [●] million
comprising of a Fresh Issue of up to [●] Equity Shares of face value of ₹ 5/- aggregating up to ₹ 2,950.00 million
by our Company and an Offer of Sale of up to 6,000,000 Equity Shares of face value of ₹ 5/-, aggregating up to
₹[•] million by the Promoter Selling Shareholders. The Offer shall constitute [●] % of the post-Offer paid-up
equity share capital of our Company. For details, see “The Offer” beginning on page 70 of this Draft Red Herring
Prospectus.
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through Book Building Process, in
compliance with Regulation 6(1) of the SEBI ICDR Regulations.
Particulars QIBs(1) Non-Institutional Retail Individual Investors
Investors
Number of Equity Shares Not more than [●] Equity Not less than [●] Equity Not less than [●] Equity Shares
available for Shares of face value of ₹ Shares of face value of ₹ 5/- of face value of ₹ 5/- each
Allotment/allocation^(1) 5/- each each available for allocation available for allocation or Offer
or Offer less allocation to less allocation to QIBs and
QIBs and Retail Individual Non-Institutional Investors
Investors
Percentage of Offer Size Not more than 50% of the Not less than 15% of the Not less than 35% of the Offer
available for Allotment or Offer size shall be Offer.
allocation available for allocation to
QIB Bidders. However, Further, (a) one third of such
5% of the QIB Portion portion available to Non-
(excluding the Anchor Institutional Bidders shall be
Investor Portion) shall be reserved for applicants with
available for allocation on an application size of more
a proportionate basis to than ₹ 0.20 million and up to
Mutual Funds only. Mutual ₹ 1.00 million; and (b) two
Funds participating in the third of such portion
Mutual Fund Portion will available to Non-
also be eligible for Institutional Bidders shall be
allocation in the remaining reserved for applicants with
balance QIB Portion application size of more than
(excluding the Anchor ₹ 1.00 million, provided that
Investor Portion). The the unsubscribed portion in
unsubscribed portion in the either the sub-categories
Mutual Fund Portion will mentioned above may be
be added to the QIB allocated to applicants in the
Portion other sub-category of Non-
Institutional Bidders.
Basis of Allotment if Proportionate as follows The Equity Shares available Allotment to each Retail
respective category is (excluding the Anchor for allocation to Non- Individual Investor shall not be
oversubscribed Investor Portion): Institutional Investors under less than the minimum Bid lot,
the Non-Institutional subject to availability of Equity
(a) Up to [●] Equity Shares Portion, shall be subject to Shares in the Retail Category
of face value of ₹ 5/- each the following: and the remaining available
shall be available for (a) One-third of the Non- Equity Shares shall be allocated
allocation on a Institutional Portion on a proportionate basis. See
proportionate basis to will be available for “Offer Procedure” on page 380.
Mutual Funds only; and allocation to Bidders
with an application size
(b) Up to [●] Equity Shares exceeding ₹ 0.20
of face value of ₹ 5/- each million and up to ₹ 1.00
shall be available for million; and
allocation on a
proportionate basis to all (b) Two-thirds of the Non-
QIBs, including Mutual Institutional Portion
Funds receiving allocation will be available for
as per (a) above allocation to Bidders
with an application size
376Particulars QIBs(1) Non-Institutional Retail Individual Investors
Investors
Up to 60% of the QIB of more than ₹1.00
Category (of up to [●] million
Equity Shares of face value
₹ 5 each) may be allocated Provided that the
on a discretionary basis to unsubscribed portion in
Anchor Investors of which either of the categories
one-third shall be available specified in (a) or (b) above,
for allocation to domestic may be allocated to Bidders
Mutual Funds only, subject in the other sub- category of
to valid Bids being Non-Institutional Portion in
received from Mutual accordance with SEBI ICDR
Funds at or above the Regulations.
Anchor Investor
Allocation Price. The allotment to each Non-
Institutional Bidder shall not
be less than the minimum
application size, subject to
the availability of Equity
Shares in the Non-
Institutional Portion, and the
remaining Equity Shares, if
any, shall be allotted on a
proportionate basis in
accordance with the
conditions specified in this
regard in Schedule XIII of
the SEBI ICDR Regulations.
For details, see “Offer
Procedure” beginning on
page 380.
Mode of Bidding(3) Through ASBA Process only (excluding UPI Mechanism) except in case of Anchor
Investors(4)
Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares and in
Shares that the Bid Shares that the Bid multiples of [●] Equity Shares
Amount exceeds ₹ 0.20 Amount exceeds ₹ 0.20 of face value ₹ 5 each thereafter
million and in multiples million and in multiples of
of [●] Equity Shares of [●] Equity Shares of face
face value ₹ 5 each value ₹ 5 each thereafter
thereafter
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Shares
Shares and in multiple of Shares and in multiples of and in multiples of [●] Equity
[●] Equity Shares of face [●] Equity Shares of face Shares of face value ₹ 5 each so
value ₹ 5 each not value ₹ 5 each not that the Bid Amount does not
exceeding the size of the exceeding the size of the exceed ₹ 0.20 million
Offer (excluding the Offer (excluding QIB
Anchor Portion), subject to portion), subject to
applicable limits applicable limits
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value ₹ 5 each and in multiples of [●] Equity Shares of face value ₹
5 each thereafter.
Allotment Lot Minimum of [●] Equity Shares of face value ₹ 5 each and in multiples of one Equity Share of
face value ₹ 5 each, thereafter.
Trading Lot One Equity Share of face value ₹ 5 each
Who can Apply(3) Public financial Resident Indian individuals, Resident Indian individuals,
institutions specified in HUFs (in the name of HUFs (in the name of the Karta)
Section 2(72) of the Karta), companies, and Eligible NRIs
Companies Act, scheduled corporate bodies, Eligible
commercial banks, Mutual NRIs, scientific institutions,
Funds, FPIs (other than societies and trusts family
individuals, corporate offices and FPIs who are
bodies and family offices), individuals, corporate
VCFs, AIFs, FVCIs, bodies and family offices
multilateral and bilateral which are re-categorised as
development financial category II FPI (as defined
377Particulars QIBs(1) Non-Institutional Retail Individual Investors
Investors
institutions, state industrial in the SEBI FPI
development corporation, Regulations) and registered
insurance companies with SEBI
registered with IRDAI,
provident funds (subject to
applicable law) with
minimum corpus of ₹250
million, pension funds with
minimum corpus of ₹250
million registered with the
Pension Fund Regulatory
and Development
Authority established
under section 3(1) of the
Pension Fund Regulatory
and Development
Authority Act, 2013,
National Investment Fund
set up by the GoI through
resolution F. No.2/3/2005-
DD-II dated November 23,
2005, the 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.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at
the time of submission of their Bids(2)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the Bidders, or by the Sponsor Banks through the UPI Mechanism (other than
Anchor Investors) that is specified in the Bid cum Application Form at the time of the
submission of the Bid cum Application Form.
^Assuming full subscription in the Offer
1. Subject to valid Bids being received at or above the Offer Price. This Offer is made in accordance with the Rule 19(2)(b) of the SCRR
and is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein
not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company in
consultation with the Book Running Lead Manager may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription,
or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. Further, 5% of the QIB
Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation
to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to RIBs in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
2. 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 price at which Equity Shares are allocated to the Anchor Investors and the Anchor Investor Offer
Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. For details of terms of payment of applicable to
Anchor Investors, see General Information Document available on the website of the Stock Exchanges and the BRLM. Anchor
Investors are not permitted to participate in the Offer through the ASBA process. SEBI ICDR Master Circular through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has prescribed that all individual investors applying in initial public
offerings, where the application amount is up to ₹ 0.50 million, shall use UPI. Individual investors Bidding under the Non-Institutional
Portion Bidding for more than ₹ 0.20 million and up to ₹ 0.50 million, 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 SEBI ICDR Master Circular, 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, NIB and RIB 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.
3. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear
as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder is required in the Bid cum
378Application Form and such First Bidder will be deemed to have signed on behalf of the joint holders. Bidders will be required to
confirm and will be deemed to have represented to our Company, the Promoter 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.
4. Subject to valid bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the BRLM, and the Designated Stock Exchange, subject to applicable laws. In case of under-
subscription in the Offer, the Equity Shares will be Allotted in the manner specified in “Terms of the Offer” on page 369.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter 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.
Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 387 and having
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and
Allotted to such successful Bidders (with same PAN) may be proportionately distributed.
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.
379OFFER 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 and the SEBI 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 Regulations 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. 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 Confirmation of Allocation
Note and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum
Application Form); (vii) Designated Date; (viii) disposal of applications; (ix) submission of Bid cum Application
Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an
application would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013 relating
to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in
Allotment or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made
effective along with the timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30,
2019. Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI has increased the
UPI limit from ₹ 0.20 million to ₹ 0.50 million for all the individual investors applying in public issues.
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 UPI Bidders 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/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 effective 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, SEBI vide its
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 SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, had introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. Subsequently, vide the SEBI
RTA Master Circular, consolidated the aforementioned circulars to the extent relevant for RTAs, and rescinded
these circulars. 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 sizes are up to ₹ 0.50 million shall use
the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and
SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 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). The SEBI ICDR Master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
November 11, 2024 has consolidated and rescinded the aforementioned circulars, to the extent they relate to the
SEBI ICDR Regulations. The provisions of these circulars are deemed to form part of this Red Herring Prospectus.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company has requested the
380Depositories to suspend /freeze the International Securities Identification Numbering system (“ISIN”) in
Depository system from the date of this Red Herring Prospectus till listing/ trading effective date. Our Company/
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
(CA). The transfer request shall be accepted from our Company till one day prior to the Bid/ Offer Opening Date.
These circulars are effective for initial public offers opening on/or after May 1, 2021, and the provisions of these
circulars, as amended, are deemed to form part of this Draft Red Herring Prospectus. Pursuant to the SEBI ICDR
Master Circular, a chapter-wise framework for compliance with various obligations under the SEBI ICDR
Regulations was introduced, including with regards to UPI Phase III. Accordingly, subject to any circulars,
clarification or notification issued by the SEBI from time to time, this Offer will be undertaken pursuant to the
processes and procedures prescribed under the SEBI ICDR Master Circular, subject to any circulars,
clarifications or notifications which may be issued by the SEBI.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and lead manager shall continue to coordinate with
intermediaries involved in the said process.
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 ICDR
Master Circular, the Bidder shall be compensated in accordance with the applicable laws. The BRLM 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 ICDR Master Circular, has reduced the timelines for refund of
Application money to two days.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
Our Company, the Promoter Selling Shareholders, and the members of the Syndicate do not accept any
responsibility for the completeness and accuracy of the information stated in this section and the GID and are not
liable for any amendment, modification or change in the applicable law which may occur after the date of this
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their
Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or as specified in the Red Herring
Prospectus and the Prospectus, when filed.
Further, our Company, the Promoter Selling Shareholders and the Members of the Syndicate are not liable for
any adverse occurrences’ consequent to the implementation of the UPI Mechanism for application in the Offer.
Book Building Procedure
This Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR
Regulations. The Offer is being made through the Book Building Process and is in compliance with Regulation
6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not
more than 50% of the Offer shall be allocated on a proportionate basis to QIBs, provided that our Company in
consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Allocation Price on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-
third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in
the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the
Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder
of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further,
subject to availability of Equity Shares in the respective categories, not less than 15% of the Offer shall be
available for allocation to Non-Institutional Bidders out of which (a) one third of such portion shall be reserved
for applicants with application size of more than ₹ 0.20 million and up to ₹ 1.00 million; and (b) two third of such
portion shall be reserved for applicants with application size of more than ₹ 1.00 million, provided that the
unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of
Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to RIBs in accordance
with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
381Under-subscription, if any, in any category, except the Net QIB Category, would be allowed to be met with spill-
over from any other category or categories, as applicable, at the discretion of our Company, in consultation with
the BRLM and the Designated Stock Exchange, subject to applicable laws. However, under-subscription, if any,
in the Net QIB Category will not be allowed to be met with spill-over from other categories or a combination of
categories. In accordance with Rule 19(2)(b) of the SCRR, the Offer will constitute at least [●] % of the post Offer
paid-up Equity share capital of our Company.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by
the Central Board of Direct Taxes dated February 13, 2020, read with press releases dated June 25, 2021,
and September 17, 2021 and March 30, 2022, read with press release dated March 28, 2023.
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, PAN, and UPI ID, for UPI Bidders Bidding using the UPI Mechanism, shall be
treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares
in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the
Equity Shares in the Offer, subject to compliance with Applicable Law.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity
shares. Pursuant to 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 UPI Bidders through Designated Intermediaries with the objective to reduce the time duration
from public issue closure to listing from six Working Days to up to three Working Days. Considering the time
required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
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 RIB 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 issue
closure to listing continued to be six Working Days.
Phase II: This phase was 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 had 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 RIBs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days
during this phase.
Phase III: This phase was become applicable on a voluntary basis for all public issues opening on or after
September 1, 2023 and is now applicable on a mandatory basis for all public issues opening on or after December
1, 2023, vide SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3
Notification”). In this phase, the time duration from public issue closure to listing has been reduced to three
Working Days. The 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 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 RTA Master Circular
in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be
made in compliance with circulars prescribed by SEBI and applicable law.
382All 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 the Sponsor Bank(s) to act as a conduit
between the Stock Exchanges and National Payments Corporation of India (NPCI) in order to facilitate collection
of requests and / or payment instructions of the UPI Bidders.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 0.20 million and up to ₹
0.50 million, 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.
Pursuant to the SEBI ICDR Master Circular, SEBI has set out specific requirements for redressal of investor
grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI
Streamlining Circular 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 Working 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. Further, in terms of the UPI Circulars, 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.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as
well as the BRLM will be required to compensate the concerned investor.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of BSE
(www.bseindia.com) and NSE (www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the office of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. UPI Bidders are mandatorily required to use the UPI Mechanism for submitting their bids to Designated
Intermediaries and are allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to
SCSBs. Anchor Investors are not permitted to participate in the Offer through the ASBA process.
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. 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 investor’s bank accounts.
Accordingly, the Stock Exchanges shall, for all categories of investors viz. RIB, QIB, NII and other reserved
categories 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
UPI Bidders shall Bid through the UPI Mechanism.
UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and
the Bid cum Application Form that does not contain the UPI ID are liable to be rejected. UPI Bidders bidding
using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as
provided on the website of the SEBI. ASBA Bidders must provide either (i) the bank account details and
authorisation 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. The ASBA Forms that do 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 for rejection. Anchor Investors are not permitted to participate in the Offer through the ASBA
process. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant
Designated Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA
383Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected.
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Forms in the
manner as follows:
(i) RIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs
(physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
(ii) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers,
RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers.
(iii) QIBs and Non-Institutional Bidders (other than Non-Institutional Bidders using UPI Mechanism) may
submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or
CDPs.
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent
to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of submitting
the Bid. In order to ensure timely information to Bidders, 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 shall be applicable for all categories of investors viz. RIB, QIB and
NIB and also for all modes through which the applications are processed.
Non-Institutional Bidders Bidding through UPI Mechanism must provide the UPI ID in the relevant space
provided in the Bid cum Application Form. UPI Bidders Bidding using the UPI Mechanism may also apply
through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. For Anchor
Investor, the Anchor Investor Application Form will be available at the office of the Book Running Lead Manager.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Colour of Bid cum
Category
Application Form*
Resident Indians including resident QIBs, Non-Institutional Bidders, Retail Individual [●]
Bidders and Eligible NRIs applying on a non-repatriation basis^
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on [●]
a repatriation basis^
Anchor Investors** [●]
*Excluding electronic Bid cum Application Forms
**Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLM.
^Electronic Bid cum Application forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com)
Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms (except Bid cum Application
Forms submitted by UPI Bidders Bidding through 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). 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.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the
electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications
in their electronic bidding system only with a mandatory confirmation on the application monies blocked. For
UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with
384the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI
Bidders for blocking of funds.
In case of ASBA Forms, the relevant Designated Intermediaries shall capture and 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.
For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with
the Sponsor Bank on a basis through API integration to enable the Sponsor Bank to initiate UPI Mandate Request
to UPI Bidders, for blocking of funds. 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.
The Sponsor Bank 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. In accordance with circular issued by the National Stock Exchange of India Limited having
reference no. 25/2022 dated August 3, 2022, and the notice issued by BSE Limited having reference no. 20220803-
40 dated August 3, 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/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism
should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI
Mandate Requests at the Cut-Off Time shall lapse. Further, modification of Bids shall be allowed in parallel during
the Bid/Offer Period until the Cut-Off Time. 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, 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 Banks and the issuer bank. The Sponsor Bank(s)
and the Bankers to the Offer shall provide the audit trail to the Book Running Lead Manager for analysing the
same and fixing liability.
Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial
public offers opening on or after September 1, 2022:
(i) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date
and existing process of UPI bid entry by Syndicate Member, registrars to the offer and depository participants
shall continue till further notice.
(ii) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on
T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day
shall be discontinued.
(iii) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up
to 5:00 pm on the initial public offer closure day.
(iv) Exchanges shall display initial public offer demand details on its website and for UPI bids the demand shall
include/consider UPI bids only with latest status as RC 100 – Block Request Accepted by Investor/ Client,
based on responses/status received from the Sponsor Bank.
The Sponsor Bank 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 will undertake reconciliation of all Bid
requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the format
and within the timelines as specified under the UPI Circulars. Sponsor Bank 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 UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and
Sponsor Banks on a continuous basis. For ASBA Forms (other than UPI Bidders using UPI Mechanism),
Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow
385Collection Bank.
The Sponsor Banks 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.
Electronic registration of Bids
(a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. 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 online 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 Exchanges and as disclosed in the Red Herring 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 next Working Day following the Bid/Offer Closing
Date to modify select fields uploaded in the Stock Exchanges’ Platform during the Bid/Offer Period after
which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing.
(d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by our Promoters, Promoter Group, the Book Running Lead Manager and the Syndicate
Member and persons related to Promoters/Promoter Group/the Book Running Lead Manager and
Syndicate Member.
The BRLM and the Syndicate Member shall not be allowed to purchase Equity Shares in this Offer in any manner,
except towards fulfilling their respective underwriting obligations. However, the respective associates and
affiliates of the BRLM and the Syndicate Member may Bid for Equity Shares in the Offer, either in the QIB
Category or in the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a
proportionate basis, and such subscription may be on their own account or on behalf of their clients. All categories
of investors, including respective associates or affiliates of the BRLM and Syndicate Member, shall be treated
equally for the purpose of allocation to be made on a proportionate basis.
Except as disclosed 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:
(i) mutual funds sponsored by entities which are associate of the Book Running Lead Manager;
(ii) insurance companies promoted by entities which are associate of the Book Running Lead Manager;
(iii) AIFs sponsored by the entities which are associate of the Book Running Lead Manager; or
(iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate
of the Book Running Lead Manager.
Further, the Promoters and members of their respective Promoter Groups, except to the extent of their respective
Offered Shares, shall not participate by applying for Equity Shares in the Offer. Further, persons related to the
Promoters and their respective Promoter Groups shall not apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if: (a) 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 (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLM.
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, our Company 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
386state names of the concerned schemes for which such Bids are made.
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.
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 the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds, exchange traded funds, or sector or industry specific schemes. No Mutual Fund under all its
schemes should own more than 10% of our Company’s paid-up share capital carrying voting rights.
Bids by Eligible NRIs
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 or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through
the UPI Mechanism) to block their Non-Resident External Accounts (NRE Account), or Foreign Currency Non-
Resident Accounts (FCNR Account), and eligible NRI Bidders bidding on a non-repatriation basis by using
Resident Forms should authorise their respective SCSB or confirm or accept the UPI Mandate Request (in case
of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (NRO) accounts for
the full Bid amount, at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in
the Offer shall be subject to the FEMA Regulations. NRIs applying in the Offer through the UPI Mechanism are
advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum
Application Form.
Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts. Eligible
NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (in [●]
colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for
Non-Residents (in [●] colour).
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 shall 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 general body of the Indian company. Our Company has, pursuant to a Board resolution
dated August 14, 2025 and Shareholders’ resolution dated August 16, 2025, increased the limit of investment of
NRIs and OCIs from 10% to up to 24% of the paid-up equity share capital of our Company, provided however
that the shareholding of each NRI in our Company shall not exceed 5% of the Equity Share capital or such other
limit as may be stipulated by RBI in each case, from time to time.
For details of restrictions on investment by NRIs, please see the section entitled “Restrictions on Foreign
Ownership of Indian Securities” on page 403. Participation of Eligible NRIs shall be subject to the FEMA
Regulations.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs are required to be made 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 as
follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the Karta”. Bids by HUFs may be considered at par with Bids from individuals.
Bids by FPIs
387In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI including its investor group
(which means multiple entities registered as FPIs and directly or indirectly having common ownership of more
than 50% or common control) must be below 10% of the post-Offer paid-up capital on a fully diluted basis, as
applicable.
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 (in [●] colour).
If the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted
basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued
that may be issued by our Company, the total investment made by the FPI 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 Regulations, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included.
The FEMA Non-Debt Instruments Rules was enacted on October 17, 2019 in supersession of the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017,
except as respects things done or omitted to be done before such supersession. FPIs are permitted to participate in
the Offer subject to compliance with conditions and restrictions which may be specified by the Government from
time to time.
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, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms as specified by SEBI;
and (iv) such other conditions as may be specified by SEBI from time to time.
As specified in the General Information Document, it is hereby clarified that bids received from FPIs bearing the
same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the
multiple investment manager structure in accordance with SEBI master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 (“MIM Structure”), provided such Bids have been
made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that
multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be
rejected. 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 the MIM Structure and
indicate the name of their respective investment managers in such confirmation. In the absence of such
confirmation from the relevant FPIs, such multiple Bids are liable to be rejected. Further, in the following cases,
the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and indicating the name
of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which
have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate
class of investors with segregated portfolio who obtain separate FPI registration; (iv) 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; (v) multiple
388branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related
investors registered as Category 1 FPIs; (vii) Entities registered as Collective Investment Scheme having multiple
share classes; (viii) Multiple branches in different jurisdictions of foreign bank registered as FPIs; (ix) Government
and Government related investors registered as Category 1 FPIs; and (x) Offshore derivative instruments which
have obtained separate FPI registration for ODI and proprietary derivative investments.
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, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) 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:
(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(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.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in the Draft Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that
can be held under applicable laws or regulations or maximum amount permissible under applicable laws or
regulations, or under the terms of the Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be
rejected.
Bids by SEBI registered VCFs, AIFs and FVCIs
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (SEBI
AIF Regulations) prescribe, amongst others, the investment restrictions on AIFs. 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. The
SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on FVCIs registered with SEBI.
The holding in any company by any individual VCF registered with SEBI should not exceed 25% of the corpus
of the VCF. Further, FVCIs can invest only up to 33.33% of the 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
389funds in one investee company. However, large value funds for accredited investors of Category I AIFs and
Category II AIFs may invest up to 50% of the investible funds in an investee company. A category III AIF cannot
invest more than 10% of the investible funds in one investee company. However, large value funds for accredited
investors of Category III AIFs may invest up to 20% of the investible funds in an investee company. Participation
of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules, amended from time to time.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the
same basis with other categories for the purpose of allocation.
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, Promoter Selling Shareholders or the BRLM 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 in consultation with the BRLM 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, in consultation with the BRLM,
reserves 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 (Banking Regulation Act), and Master Direction –Reserve Bank of India (Financial Services provided
by Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own
paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet, whichever
is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and non-financial
services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company would
be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if: (a) the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company, provided that the bank is required
to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to
the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of
the paid-up share capital of the investee company, investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company
in excess of 10% of such investee company’s paid-up share capital as stated in 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 bids.
Bids 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 in
consultation with the BRLM, reserve the right to reject any Bid without assigning any reason thereof. The
390exposure 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 ₹ 250 million, 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, in consultation
with the BRLM 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 NBFCs registered with RBI, certified copies of: (i) the certificate
of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii)
such other approval as may be required by the Systemically Important NBFCs, are required to be attached to the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, 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.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of ₹ 250 million (subject to applicable laws) and pension funds with
a minimum corpus of ₹ 250 million, a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company and the
reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason hereof.
Our Company in consultation with the BRLM, 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, subject to
such terms and conditions that our Company in consultation with the BRLM, may deem fit.
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. Anchor Investor Application Forms will
be made available for the Anchor Investor Portion at the office of the BRLM.
Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids.
Neither the (a) the BRLM (s) or any associate of the BRLM (other than mutual funds sponsored by entities which
are associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM or
Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLM or FPIs, other
than individuals, corporate bodies and family offices, sponsored by the entities which are associate of the BRLM)
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. Bids made by QIBs under both the Anchor Investor Portion and
the QIB Portion will not be considered multiple Bids.
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,
391exercises control over the other; or (iii) there is a common director, excluding nominee director, among the Anchor
Investors and any BRLM.
The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 100.00
million. 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 ₹ 100.00
million.
One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will be
completed on the same day.
Our Company, in consultation with the BRLM may finalise allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than:
(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹ 100.00
million;
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹ 100.00 million but up to ₹ 2,500 million, subject to a minimum Allotment of ₹ 50
million per Anchor Investor; and
(iii) in case of allocation above ₹ 2,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million, and an additional
10 Anchor Investors for every additional ₹ 2,500 million, subject to minimum Allotment of ₹ 50 million
per Anchor Investor.
Allocation to Anchor Investors will be completed on the Anchor Investor Bid/Offer Period. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the
public domain by the BRLM before the Bid/Offer Opening Date, through intimation to the Stock Exchanges.
Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
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 Offer Price will be payable by the Anchor Investors on the
Anchor Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer
Price, Allotment to successful Anchor Investors will be at the higher price.
50% 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 and the remaining 50% shall be locked-in for a period of 30 days from the
date of Allotment.
Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
For more information, please read the General Information Document.
The information set out above is given for the benefit of the Bidders. Our Company and the BRLM are not
liable for any amendments or modification or changes to applicable laws or regulations, which may occur
after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that 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 law or regulations,
or as specified in this Draft Red Herring Prospectus or as will be specified in the Red Herring Prospectus
and the Prospectus. 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 in accordance with applicable laws.
In accordance with RBI regulations, OCBs cannot participate in this Offer.
392Information 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 and/or the BRLM 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 this
Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be
listed or will continue to be listed on the Stock Exchanges.
General Instructions
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. RIBs can revise their Bid(s)
during the Bid/ Offer Period and withdraw or lower the size of their Bid(s) until Bid/ Offer Closing Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their
Bids through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Ensure that you have mentioned the correct details of your ASBA Account (i.e. bank account number or UPI
ID, as applicable) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism
in the Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure that you
have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid
cum Application Form;
4. UPI Bidders bidding in the Offer to ensure that they shall use only their own ASBA Account or only their
own bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Bidders using the UPI
Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of
any third party;
5. UPI Bidder using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered
Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated
Intermediary;
6. UPI Bidders shall make Bids only through the SCSBs, mobile applications and UPI handle whose name
appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. An application made
using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI
website is liable to be rejected;
7. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
8. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account
is active, as Allotment of the Equity Shares will be in the dematerialised form only
9. 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. UPI Bidders, may submit their ASBA Forms with Syndicate Member, sub-Syndicate
Member, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of
such Designated Intermediary;
10. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
39311. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application Form;
12. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms. PAN of the First Bidder is required to be specified in case of
joint Bids;
13. Bidders should ensure that they receive the Acknowledgment slip or the acknowledgement number duly
signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application
Form;
14. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;
15. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for
transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of
obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in
the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying
their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the
IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable description
in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of
Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which
PAN is not mentioned will be rejected;
17. Ensure that the Demographic Details are updated, true and correct in all respects;
18. 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;
19. 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;
20. 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, are submitted;
21. Ensure that Bids submitted by any person resident outside India should be in compliance with applicable
foreign and Indian laws;
22. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP
ID, Client ID, the PAN, and UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN are
mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID
(for ASBA 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 NIBs, 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 http://www.sebi.gov.in);
24. 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 Offer, which is UPI 2.0 certified by NPCI;
25. The ASBA bidders shall ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;
26. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the
Sponsor Bank issues the UPI Mandate Request, the UPI Bidders 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,
27. UPI Bidders bidding using the UPI Mechanism 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;
39428. UPI Bidders using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and
UPI handle whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI
website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the
application appears on the list displayed on the SEBI website and is also appearing in ‘Annexure A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/20189/85 dated July 26, 2019. An application made using
incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI
website or ‘Annexure A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/20189/85 dated July 26, 2019
is liable to be rejected;
29. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to authorize blocking of funds equivalent to the revised Bid Amount
in the UPI Bidder’s ASBA Account;
30. UPI Bidders should ensure that they approve the UPI Mandate Request generated by the Sponsor Bank to
authorise blocking of funds equivalent to application amount and subsequent debit of funds in case of
Allotment, in a timely manner;
31. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and
PAN available in the Depository database, then such Bids are liable to be rejected;
32. 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
33. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00 p.m.
of the Bid/ Offer Closing Date;
34. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP
IDs, were 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 are
liable to be rejected;
35. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
36. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for
Anchor Investors and UPI Bidders) 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) or such other websites as updated from time to time;
37. Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form,
or have otherwise provided an authorization to the SCSB or the Sponsor Bank, 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;
38. UPI Bidders Bidding through the 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/its UPI PIN. Upon the authorization of the mandate using his/her UPI PIN,
a UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI
Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the
Sponsor Bank to block the Bid Amount mentioned in the Bid Cum Application Form; and
39. Bids by Eligible NRIs and HUFs for a Bid Amount of less than ₹ 0.20 million would be considered under
the Retail Portion, and Bids for a Bid Amount exceeding ₹ 0.20 million would be considered under the Non-
Institutional Portion, for the purposes of allocation in the Offer.
40. The ASBA Bidders shall ensure that bids above ₹ 5,00,000, 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:
1. Do not Bid for lower than the minimum Bid size;
2. Do not submit a Bid using UPI ID, if you are not an UPI Bidder;
3953. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;
6. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only;
7. Anchor Investors should not Bid through the ASBA process;
8. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centres;
9. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms;
10. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
11. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
12. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer/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;
13. Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;
14. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date; (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications)
15. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
16. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum
Application Form per ASBA Account or UPI ID, respectively;
17. Do not submit the General Index Register (GIR) number instead of the PAN;
18. Do not Bid for a Bid Amount exceeding ₹ 0.20 million (for Bids by Retail Individual Investors)
19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the
Offer;
20. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders in the UPI-linked bank account where
funds for making the Bid are available;
21. 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 Investor. Retail Individual Investors revise or
withdraw their Bids until the Bid/Offer Closing Date;
22. 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;
23. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
396in case of Bids submitted by UPI Bidders;
24. 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;
25. 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);
26. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If
you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
27. Do not Bid on another Bid cum Application Form, as the case may be, after you have submitted a Bid to any
of the Designated Intermediaries;
28. 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;
29. UPI Bidders Bidding through the UPI Mechanism 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;
30. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;
31. Do not submit a Bid cum Application Form with third party UPI ID or using a third-party bank account (in
case of Bids submitted by UPI Bidders);
32. Do not Bid if you are an OCB; and
33. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any
bids above ₹ 5,00,000.
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:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. 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;
5. 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 Bank);
6. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI
IDs;
7. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
8. Bids submitted without the signature of the First Bidder or sole Bidder;
9. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
10. 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;
39711. GIR number furnished instead of PAN;
12. Bids by RIBs with Bid Amount of a value of more than ₹ 0.20 million;
13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Investors
uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the
Bid/ Offer Closing Date, unless extended by the Stock Exchanges. On the Bid/Offer Closing Date, extension
of time may be granted by the Stock Exchanges only for uploading Bids received from Retail 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.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked
through the UPI Mechanism) exceeding four Working Days from the Bid/ Offer Closing Date, the Bidder shall
be compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in the
manner specified in the March 2021 Circular, in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds. Further, helpline details of the BRLM pursuant to the
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and the SEBI ICDR Master Circular see,
“General Information – Details of the Book Running Lead Manager” on page 78.
Further, in case of any pre-Offer or post-Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, please see “General Information” on page 76.
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 from the date on which the request for cancellation/ withdrawal/ deletion is
placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any
blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the
Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked
amount except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder
shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever
is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay
in unblocking of non-allotted/partially allotted Bids, 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 SCSB responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in its sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
The Bidder shall be compensated in the manner specified in the SEBI 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, issued by SEBI, and any other applicable law in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds. 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 ICDR Mater Circular.
SEBI through the SEBI ICDR Master Circular, 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 ₹ 0.50 million, shall use
UPI. RIBs and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 0.20
million and up to ₹ 0.50 million, 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.
398For 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 Exchanges, along with the BRLM and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Offer through the
Offer document except in case of oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than
1% of the Offer to public may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the RIBs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded
off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined
and disclosed.
The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability
of shares in RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. Not more than 15% of the Offer shall be available for allocation to
Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-
Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional
Bidders shall be reserved for applicants with an application size of more than ₹ 0.20 million and up to ₹ 1.00
million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants
with an application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the
aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Bidders. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application Size,
subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares
Payment into Anchor Investor Escrow Account
Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which, the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for
payment into the Anchor Investor Escrow Account should be drawn in favour of:
(a) In case of resident Anchor Investors: “[•]”
(b) In case of Non-Resident Anchor Investors: “[•]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, Promoter Selling Shareholders, the Syndicate, the Bankers to the Offer
and the Registrar to the Offer to facilitate collections from Anchor Investors.
Filing of Offer Document
A copy of this Draft Red Herring Prospectus has been filed electronically through the SEBI intermediary portal
at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and as specified in Regulation
25(8) of the SEBI ICDR Regulations and in accordance with the SEBI ICDR Master Circular. A copy of this Draft
Red Herring Prospectus will also be physically filed with the SEBI at the following address:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
399Bandra Kurla Complex Bandra (E)
Mumbai 400 051 Maharashtra, India.
Filing of the Red Herring Prospectus and the Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act shall be filed with the RoC and a copy of the Prospectus shall be filed with the
RoC under Section 26 of the Companies Act through the electronic portal at www.mca.gov.in. A copy of the
Prospectus will also be submitted with SEBI and Stock Exchanges, for information and record.
Pre-Offer and Price Band Advertisement
Subject to Section 30 of the Companies Act, our Company shall, after filing the Red Herring Prospectus with the
RoC, publish a pre-Offer and Price Band advertisement, in the form prescribed under the SEBI ICDR Regulations,
in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a widely
circulated Hindi national daily newspaper, Hindi also being the regional language of Uttarakhand where our
Registered Office is located).
In the pre-Offer and Price Band advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer
Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the
format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment Advertisement
Our Company, the Book Running Lead Manager and the Registrar shall publish an advertisement in relation to
Allotment before commencement of trading, disclosing the date of commencement of trading of the Equity Shares,
advertised in all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a
widely circulated Hindi national daily newspaper, Hindi also being the regional language of Uttarakhand where
our Registered Office is located).
The above Information is given for the benefit of the Bidders/applicants. Our Company and the members
of the Syndicate are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders/applicants 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.
Signing of the Underwriting Agreement and Filing with the RoC
Our Company, Promoter Selling Shareholders, the Underwriters, and the Registrar to the Offer intend to enter
into an Underwriting Agreement on or immediately after the finalisation of the Offer Price which shall be a date
prior to the filing of Prospectus. After signing the Underwriting Agreement, the Prospectus will be filed with the
RoC in accordance with applicable law. The Prospectus will contain details of the Offer Price, the Anchor Investor
Offer Price, Offer size, and underwriting arrangements and will be complete in all material respects.
Undertakings by our Company
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
(including Anchor Investor Application Form from Anchor Investors);
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all 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 by the SEBI or under any applicable
law;
• 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
400SEBI ICDR Regulations and applicable law for the delayed period;
• it shall not issue any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect,
in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer,
except for fees or commission for services rendered in relation to the Offer;
• 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;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time 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;
• If our Company in consultation with the Book Running Lead Manager and Promoter Selling Shareholders,
withdraw the Offer after the Bid/Offer Closing Date but prior to Allotment and the reason thereof shall be
given by our Company 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 advertisements were published. The Stock
Exchanges shall be informed promptly; thereafter determines that it will proceed with an Offer of the Equity
Shares, our Company shall file a fresh draft red herring prospectus with SEBI.
• Promoter’s 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;
• that except for the Equity Shares to be Allotted pursuant to the Fresh Issue, no further issue of Equity Shares
shall be made until the Equity Shares issued or offered through this Draft Red Herring Prospectus are listed
or until the Bid monies are refunded / unblocked in the ASBA Accounts on account of non-listing, under-
subscription, etc.
Undertakings by the Promoter Selling Shareholders
The Promoter Selling Shareholder undertakes in respect of themselves as ‘promoter selling shareholders’
and Equity Shares offered by them in the Offer for Sale that:
• they are the legal and beneficial owner of, and have clear and marketable title to, their respective portion of
the Equity Shares which are offered by them pursuant to the Offer for Sale;
• their respective portion of the Offered Shares have been held by them for a period of at least one year prior
to the date of filing of this Draft Red Herring Prospectus with SEBI;
• their respective portion of the Equity Shares offered for sale by the Promoter Selling Shareholders in the
Offer are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR
Regulations;
• they shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or
indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in
the Offer;
• their respective portion of the Equity Shares being offered for sale by the Promoter Selling Shareholders
pursuant to the Offer are free and clear of any pre-emptive rights, liens, mortgages, charges, pledges or any
other encumbrances and shall be in dematerialized form at the time of transfer;
• they shall provide all reasonable co-operation as requested by our Company to the extent of their respective
portion of the Offered Shares in relation to the completion of Allotment and dispatch of the Allotment Advice
and CAN, if required, and completion of the necessary formalities for listing and commencement of trading
of their respective portion of the Offered Shares on the Stock Exchanges and refund orders to the extent of
their portion of the Offered Shares;
• they shall deposit their Equity Shares offered for sale in the Offer in an escrow demat in accordance with the
share escrow agreement to be executed between the parties to such share escrow agreement;
• that they shall provide such reasonable assistance to our Company and the BRLM in redressal of such
investor grievances that pertain to the Equity Shares held by them and being offered pursuant to the Offer;
• they shall provide such reasonable support and cooperation to our Company and the BRLM in relation to the
Equity Shares offered by then in the Offer for Sale for the completion of the necessary formalities for listing
and commencement of trading at the Stock Exchanges; and
• they shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity Shares
from the Stock Exchanges has been received.
The statements and undertakings provided above, in relation to the Promoter Selling Shareholders, are statements
401which are specifically confirmed or undertaken by the Promoter Selling Shareholders in relation to themselves
and their respective portion of the Offered Shares. All other statements or undertakings or both in this Draft Red
Herring Prospectus in relation to the Promoter Selling Shareholders, shall be statements made by our Company,
even if the same relate to the Promoter Selling Shareholders.
Utilisation of Offer Proceeds
Our Company confirms that all monies received out of the Offer shall be credited/transferred to a separate bank
account referred to in sub-section (3) of Section 40 of the Companies Act. Details of all monies utilised out of the
Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of the Fresh Issue proceeds
remains unutilised, under an appropriate head in the balance sheet of our Company indicating the purpose for
which such monies have been utilised; and details of all unutilised monies out of the Fresh Issue, if any shall be
disclosed under an appropriate separate head in the balance sheet indicating the form in which such unutilised
monies have been invested.
Impersonation
Attention of the applicants 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
million 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 ₹ 1 million 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 ₹ 5 million or with both.
402RESTRICTIONS 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 Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India, earlier known as Department of Industrial Policy and Promotion (“DPIIT”) issued the Consolidated FDI
Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file number 5(2)/2020-
FDIPolicy dated October 15, 2020, which with effect from October 15, 2020, consolidates and supersedes all
previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect as
on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies
engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid-up share
capital of such company under the automatic route, subject to compliance with certain prescribed conditions.
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 FDI 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. For further details of the aggregate limit for investments by NRIs and FPIs in our
Company, please see “Offer Procedure” on page 380.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
FEMA Non-Debt Instruments Rules, any investment, subscription, purchase or sale of equity instruments by
entities of a country which shares land border with India or where the beneficial owner of an investment into India
is situated in or is a citizen of any such country, will require prior approval of the Government of India, as
prescribed in the FDI Policy and the FEMA Non-Debt Instruments 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 of India. Furthermore, on April 22, 2020, the
Ministry of Finance, Government of India has also made similar amendment to the FEMA Rules. Each Bidder
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 Bidder shall intimate our
Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Offer
Period.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and unless so registered, and may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold outside the United States in offshore transactions in reliance on
Regulation S and the applicable laws of each jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws regulations, which may occur after the date of this
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
403SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
We confirm that there are no material clauses of Article of Association of our Company, which have been left
out from disclosure in this Draft Red Herring Prospectus which has any bearing on the Offer.
THE COMPANIES ACT, 2013
ARTICLES OF ASSOCIATION
OF
COTEC HEALTHCARE LIMITED
A COMPANY LIMITED BY SHARES
(Table F as notified under schedule I of the companies Act, 2013)
The regulation contained in Table ‘F’ of the First schedule to the Companies Act, 2013, so far as the same are
applicable to a Company limited by shares, as defined in the Companies Act, 2013, shall apply to this Company
in the same manner as if all such Regulations Table ‘F’ are specifically contained in the Articles, subject to the
modifications herein contained.
Interpretation
2. SHARE CAPITAL
(a) The authorized Share Capital of the Company shall be as stated under Clause V of the Memorandum of
Association of the Company from time to time.
(b) The Company has power, from time to time, to increase its authorized or issued and Paid-up Share Capital.
(c) The Share Capital of the Company may be classified into Equity Shares with voting rights, and/or Equity
Shares with differential rights as to dividend, voting or otherwise in accordance with the applicable provisions
of the Act, Rules, and Law, from time to time.
(d) All Equity Shares shall be of the same class and shall be alike in all respects and the holders thereof shall be
entitled to identical rights and privileges including without limitation to identical rights and privileges with
respect to dividends, voting rights, and distribution of assets in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Company.
(e) The Board may allot and issue shares of the Company as payment or part payment for any property purchased
by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services
rendered to the Company in or about the formation of the Company or the acquisition and/or in the conduct
of its business or for any goodwill provided to the Company; and any shares which may be so allotted may
be issued as fully/partly paid up shares and if so issued shall be deemed as fully/partly paid up shares.
However, the aforesaid shall be subject to the approval of shareholders under the relevant provisions of the
Act and Rules.
(f) The amount payable on application on each share shall not be less than 5 per cent of the nominal value of the
share or, as may be specified by SEBI.
(g) Nothing herein contained shall prevent the Directors from issuing fully paid up shares either on payment of
the entire nominal value thereof in cash or in satisfaction of any outstanding debt or obligation of the
Company.
(h) Except so far as otherwise provided by the conditions of issue or by these presents, any Capital raised by the
creation of new Equity Shares, shall be considered as part of the existing Capital and shall be subject to the
provisions herein contained with reference to the payment of calls and installments, forfeiture, lien, surrender,
transfer and transmission, voting and otherwise.
(i) All of the provisions of these Articles shall apply to the Shareholders.
(j) Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment
of any Equity Shares therein, shall be an acceptance of shares within the meaning of these Articles and every
person who thus or otherwise accepts any shares and whose name is on the Register of Members shall for the
purposes of these Articles be a Shareholder.
(k) The money, (if any), which the Board shall, on the allotment of any shares being made by them, require or
direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shall
immediately on the insertion of the name of the allottee, in the Register of Members as the name of the holder
of such Equity Shares, become a debt due to and recoverable by the Company from the allottee thereof, and
shall be paid by him accordingly.
(l) 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 the shares may, by special resolution, determine.
4043. SHARE EQUIVALENT
The Company shall, subject to the applicable provisions of the Act, compliance with Law and the consent of the
Board, have the power to issue Share Equivalents on such terms and in such manner as the Board deems fit
including their conversion, repayment, and redemption whether at a premium or otherwise.
4. ALTERATION OF SHARE CAPITAL
Subject to these Articles and Section 61 of the Act, the Company may, by Ordinary Resolution in General
Meeting from time to time, alter the conditions of its Memorandum as follows, that is to say, it may:
(a) increase its Share Capital by such amount as it thinks expedient;
(b) consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares;
Provided that no consolidation and division which results in changes in the voting percentage of shareholders
shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner.
(c) convert all or any of its fully Paid up shares into stock and reconvert that stock into fully Paid up shares of
any denomination
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, so
however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on
each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
and
(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed
to be taken by any person, and diminish the amount of its Share Capital by the amount of the shares so
cancelled. A cancellation of shares in pursuance of this Article shall not be deemed to be a reduction of Share
Capital within the meaning of the Act.
5. REDUCTION OF SHARE CAPITAL
The Company may, subject to the applicable provisions of the Act, from time to time, reduce its Capital, any
capital redemption reserve account and the securities premium account in any manner for the time being
authorized by Law. This Article is not to derogate any power the Company would have under Law, if it were
omitted.
6. POWER OF COMPANY TO PURCHASE ITS OWN SECURITIES
Pursuant to a resolution of the Board, the Company may purchase its own Equity Shares or other Securities, as
may be specified by the MCA, by way of a buy-back arrangement, in accordance with Sections 68, 69 and 70 of
the Act, the Rules and subject to compliance with Law.
7. POWER TO MODIFY RIGHTS
Where, the Capital, is divided (unless otherwise provided by the terms of issue of the shares of that class) into
different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions
of Section 48 of the Act and Law, and whether or not the Company is being wound up, be modified, commuted,
affected or abrogated or dealt with by agreement between the Company and any Person purporting to contract on
behalf of that class, provided the same is effected with consent in writing and by way of a Special Resolution passed
at a separate meeting of the holders of the issued shares of that class. Subject to Section 48(2) of the Act and Law,
all provisions hereafter contained as to General Meetings (including the provisions relating to quorum at such
meetings) shall mutatis mutandis apply to every such meeting.
8. REGISTERS TO BE MAINTAINED BY THE COMPANY
(a) The Company shall, in terms of the provisions of Section 88 of the Act and the provisions of the Depositories
Act, 1996, cause to be kept the following registers in terms of the applicable provisions of the Act
(i) A Register of Members indicating separately for each class of Equity Shares held by each Shareholder residing
in or outside India;
(ii) A register of Debenture holders; and
(iii) A register of any other security holders.
(b) The Company shall also be entitled to keep in any country outside India, a part of the registers referred above,
called “foreign register” containing names and particulars of the Shareholders, Debenture holders or holders of
other Securities or beneficial owners residing outside India.
405(c) The registers mentioned in this Article shall be kept and maintained in the manner prescribed under the
Companies (Management and Administration) Rules, 2014.
9. SHARES AT THE DISPOSAL OF THE DIRECTORS
(a) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the shares
in the Capital of the Company for the time being (including any shares forming part of any increased Capital
of the Company) shall be under the control of the Board who may issue, allot or otherwise dispose of the same
or any of them to Persons in such proportion and on such terms and conditions and either at a premium or at
par or at discount (subject to compliance with Section 53 of the Act) at such time as they may, from time to
time, think fit to give to any person or persons the option or right to call for any shares either at par or premium
or at a discount subject to the provisions of the Act during such time and for such consideration as the Directors
think fit, and may issue and allot Shares in the capital of the Company on payment in full or part of any property
sold and transferred or for any services rendered to the Company in the conduct of its business and any shares
which may be so allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully
paid up shares. Provided that option or right to call shares shall not be given to any Person or Persons without
the sanction of the Company in the General Meeting.
(b) If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be payable by
installments, every such installment shall, when due, be paid to the Company by the person who, for the time
being, shall be the registered holder of the shares or by his Executor or Administrator.
(c) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the portion of the
Capital represented by his share or shares which may for the time being remain unpaid thereon in such amounts
at such time or times and in such manner as the Board shall from time to time in accordance with the Articles
require or fix for the payment thereof.
(d) In accordance with Section 46and other applicable provisions of the Act and the Rules:
(e) Every Shareholder or allottee of shares shall be entitled without payment, to receive one or more certificates
specifying the name of the Person in whose favour it is issued, the shares to which it relates and the amount
paid up thereon. Such certificates shall be issued only in pursuance of a resolution passed by the Board and on
surrender to the Company of its letter of allotment or its fractional coupon of requisite value, save in cases of
issue of share certificates against letters of acceptance or of renunciation, or in cases of issue of bonus shares.
Such share certificates shall also be issued in the event of consolidation or sub-division of shares of the
Company.
(f) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed
by two directors or by a director and the company secretary, wherever the company has appointed a company
secretary and the common seal shall be affixed in the presence of the persons required to sign the certificate.
(g) Particulars of every share certificate issued shall be entered in the Register of Members against the name of the
Person, to whom it has been issued, indicating the date of issue. For any further certificate, the Board shall be
entitled, but shall not be bound to prescribe a charge of twenty rupees each.
(i) Every Shareholder shall be entitled, without payment, to one or more certificates, in marketable lots, for
all the shares of each class or denomination registered in his name, or if the Directors so approve (upon
paying such fee as the Directors may from time to time determine) to several certificates, each for one or
more of such shares and the Company shall complete and have ready for delivery such certificates within
2 (two) months from the date of allotment, or within 1 (one) month of the receipt of instrument of transfer,
transmission, sub-division, consolidation or renewal of its shares as the case may be or within such other
period as any other legislation for time being in force may provide. Every certificate of shares shall be in
the form and manner as specified in Article 11 above and in respect of a share or shares held jointly by
several Persons, the Company shall not be bound to issue more than one certificate and delivery of a
certificate of shares to the first named joint holders shall be sufficient delivery to all such holders.
(ii) the Board may, at their absolute discretion, refuse any applications for the sub-division of share certificates
or Debenture certificates, into denominations less than marketable lots except where sub-division is
required to be made to comply with any statutory provision or an order of a competent court of law or at
a request from a Shareholder or to convert holding of odd lot into transferable/marketable lot.
(iii) A Director may sign a share certificate by affixing his signature thereon by means of any machine,
equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a
rubber stamp, provided that the Director shall be responsible for the safe custody of such machine,
equipment or other material used for the purpose.
10. UNDERWRITING AND BROKERAGE
(a) Subject to the applicable provisions of the Act, the Company may at any time pay a commission to any person
406in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure subscription,
(whether absolutely or conditionally), for any shares or Debentures in the Company in accordance with the
provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
(b) The Company may also, on any issue of shares or Debentures, pay such brokerage as may be lawful.
(c) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly
in the one way and partly in the other.
11. CALLS
(a) Subject to the provisions of Section 49 of the Act, the Board may, from time to time, subject to the terms on
which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a
meeting of the Board, (and not by circular resolution), make such call as it thinks fit upon the Shareholders in
respect of all money unpaid on the shares held by them respectively and each Shareholder shall pay the amount
of every call so made on him to the Person or Persons and Shareholders and at the times and places appointed
by the Board. A call may be made payable by installments.
(b) fourteen (14) day’s notice in writing at the least of every call (otherwise than on allotment) shall be given by
the Company specifying the time and place of payment and if payable to any Person other than the Company,
the name of the person to whom the call shall be paid, provided that before the time for payment of such call,
the Board may by notice in writing to the Shareholders revoke the same.
(c) The Board may, when making a call by resolution, determine the date on which such call shall be deemed to
have been made, not being earlier than the date of resolution making such call and thereupon the call shall be
deemed to have been made on the date so determined and if no date is determined, the call shall be deemed to
have been made at the time when the resolution of the Board authorising such call was passed and may be made
payable by the Shareholders whose names appear on the Register of Members on such date or at the discretion
of the Board on such subsequent date as shall be fixed by the Board. A call may be revoked or postponed at the
discretion of the Board.
(d) If any Shareholder or allottee fails to pay the whole or any part of any call or installment, due from him on the
day appointed for payment. The joint holder of a share shall be jointly and severally liable to pay all instalments
and calls due in respect thereof.
(e) The Board may, from time to time at its discretion, extend the time fixed for the payment of any call and may
extend such time as to all or any of the Shareholders who, from residence at a distance or other cause the Board
may deem fairly entitled to such extension; but no Shareholders shall be entitled to such extension save as a
matter of grace and favour.
(f) thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day
appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed
by the Board but nothing in this Article shall render it obligatory for the Board to demand or recover any interest
from any such Shareholder.
(g) Any sum, which by the terms of issue of a share or otherwise, becomes payable on allotment or at any fixed
date or by installments at a fixed time whether on account of the nominal value of the share or by way of
premium shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on
which by the terms of issue or otherwise the same became payable, and in case of non-payment, all the relevant
provisions of these Articles as to payment of call, interest, expenses, forfeiture or otherwise shall apply as if
such sum became payable by virtue of a call duly made and notified.
(h) On the trial or hearing of any action or suit brought by the Company against any Shareholder or his legal
representatives for the recovery of any money claimed to be due to the Company in respect of his shares, it
shall be sufficient to prove that the name of the Shareholder in respect of whose shares the money is sought to
be recovered appears entered on the Register of Members as the holder, or one of the holders at or subsequent
to the date at which the money sought to be recovered is alleged to have become due on the shares; that the
resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to
the Shareholder or his representatives so sued in pursuance of these Articles; and it shall not be necessary to
prove the appointment of the Directors who made such call nor that a quorum of Directors was present at the
Board at which any call was made, nor that the meeting at which any call was made was duly convened or
constituted nor any other matters whatsoever; but the proof of the matters aforesaid shall be conclusive evidence
of the debt.
(i) Neither a judgment nor a decree in favour of the Company for calls or other money due in respect of any share
nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any money
which shall from time to time be due from any Shareholder to the Company in respect of his shares, either by
way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such
money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as
hereinafter provided.
407(j) The Board may, if it thinks fit (subject to the provisions of Section 50 of the Act) agree to and receive from any
Shareholder willing to advance the same, the whole or any part of the money due upon the shares held by him
beyond the sums actually called up, and upon the amount so paid or satisfied in advance or so much thereof as
from time to time and at any time thereafter as exceeds the amount of the calls then made upon and due in
respect of the shares in respect of which such advance has been made, the Company may pay interest, as the
Shareholder paying such sum in advance and the Board agree upon, provided that the money paid in advance
of calls shall not confer a right to participate in profits or dividend. The Directors may at any time repay the
amount so advanced.
(k) No Shareholder shall be entitled to voting rights in respect of the money(ies) so paid by him until the same
would but for such payment, become presently payable.
(l) The provisions of these Articles shall mutatis mutandis apply to the calls on Debentures of the Company, to the
extent applicable.
12. COMPANY’S LIEN:
(a) The Company shall have a first and paramount lien on every share (not being a fully paid share), for all money
(whether presently payable or not) called, or payable at a fixed time, in respect of that share/ debenture and no
equitable interest in any share shall be created upon the footing and condition that this Article will have full
effect; on all shares (not being fully paid shares) standing registered in the name of a single person, for all
money presently payable by him or his estate to the Company
(b) Provided that the Board may, at any time, declare any shares wholly or in part to be exempt from the provisions
of this Article. Company’s lien, if any, on the shares, shall extend to all Dividends payable and bonuses declared
from time to time in respect of such shares.
(c) Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien,
if any, on such shares.
(d) The fully paid up shares shall be free from all lien and that in case of partly paid shares, the Company’s lien
shall be restricted to money called or payable at a fixed price in respect of such shares.
(e) For the purpose of enforcing such lien, the Board may sell the shares, subject thereto in such manner as they
shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such shares and
may authorise one of their Shareholders to execute and register the transfer thereof on behalf of and in the name
of any purchaser. 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.
(f) Provided that no sale shall be made:
(i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 days after a notice in writing stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency.
(iii) The net proceeds of any such 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. 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.
(g) No Shareholder shall exercise any voting right in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid, or in regard to which the Company has
exercised any right of lien.
(h) The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including
debentures, of the Company.
13. FORFEITURE OF SHARES
(a) If any Shareholder fails to pay any call or installment or any part thereof or any money due in respect of any
shares either by way of principal or interest on or before the day appointed for the payment of the same or any
such extension thereof as aforesaid, the Board may, at any time thereafter, during such time as the call or
installment or any part thereof or other money remain unpaid or a judgment or decree in respect thereof remain
unsatisfied, give notice to him or his legal representatives requiring him to pay the same together with any
interest that may have accrued and all expenses that may have been incurred by the Company by reason of such
non-payment.
(b) The notice shall name a day, (not being less than 14 (fourteen) days from the date of the notice), and a place or
places on or before which such call or installment or such part or other money as aforesaid and interest thereon,
(at such rate as the Board shall determine and payable from the date on which such call or installment ought to
have been paid), and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-
408payment at or before the time and at the place appointed, the shares in respect of which the call was made or
installment is payable, will be liable to be forfeited.
(c) If the requirements of any such notice as aforesaid are not be complied with, any share in respect of which such
notice has been given, may at any time, thereafter before payment of all calls, installments, other money due in
respect thereof, interest and expenses as required by the notice has been made, be forfeited by a resolution of
the Board to that effect. Such forfeiture shall include all Dividends declared or any other money payable in
respect of the forfeited share and not actually paid before the forfeiture subject to the applicable provisions of
the Act. There shall be no forfeiture of unclaimed Dividends before the claim becomes barred by Law.
(d) When any share shall have been so forfeited, notice of the forfeiture shall be given to the Shareholder on whose
name it stood immediately prior to the forfeiture or if any of his legal representatives or to any of the Persons
entitled to the shares by transmission, and an entry of the forfeiture with the date thereof, shall forthwith be
made in the Register of Members, but no forfeiture shall be in any manner invalidated by any omission or
neglect to give such notice or to make any such entry as aforesaid.
(e) Any share so forfeited shall be deemed to be the property of the Company and may be sold; re-allotted, or
otherwise disposed of either to the original holder thereof or to any other Person upon such terms and in such
manner as the Board shall think fit.
(f) Any Shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the Company on demand all calls, installments, interest and expenses and other money
owing upon or in respect of such shares at the time of the forfeiture together with interest thereon from the time
of the forfeiture until payment at such rate as the Board may determine and the Board may enforce, (if it thinks
fit), payment thereof as if it were a new call made at the date of forfeiture.
(g) The forfeiture of a share shall involve extinction at the time of the forfeiture of all interest in all claims and
demands against the Company, in respect of the share and all other rights incidental to the share, except only
such of these rights as by these Articles are expressly saved.
(h) A duly verified declaration in writing that the declarant is a Director or Secretary of the Company and that a
share in the Company has been duly forfeited in accordance with these Articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled
to the shares.
(i) Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given,
the Board may appoint some Person to execute an instrument of transfer of the shares sold and cause the
purchaser’s name to be entered in the Register of Members in respect of the shares sold and the purchaser shall
not be bound to see to the regularity of the proceedings, or to the application of the purchase money, and after
his name has been entered in the Register of Members in respect of such shares, the validity of the sale shall
not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively.
(j) Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or
certificates originally issued in respect of the relevant shares shall, (unless the same shall on demand by the
Company have been previously surrendered to it by the defaulting Shareholder), stand cancelled and become
null and void and of no effect and the Board shall be entitled to issue a new certificate or certificates in respect
of the said shares to the person or persons entitled thereto.
(k) The Board may, at any time, before any share so forfeited shall have been sold, re-allotted or otherwise disposed
of, annul the forfeiture thereof upon such conditions as it thinks fit.
(l) The Company may receive the consideration, if any, given for the share on any sale, re-allotment or disposal
thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed
of. The transferee shall thereupon be registered as the holder of the share and 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, re-allotment or disposal of the
share.
(m) The provisions of these Articles as to forfeiture shall apply in the case of non-payment 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.
14. FURTHER ISSUE OF SHARE CAPITAL
(a) Where at any time, the Company proposes to increase its subscribed capital by the issue of further shares, such
shares shall be offered—
(i) to persons who, at the date of the offer, are holders of Equity Shares of the Company in proportion, as
nearly as circumstances admit, to the Paid up Share Capital on those shares by sending a letter of offer
subject to the following conditions, namely:-
(A) the offer shall be made by notice specifying the number of shares offered and limiting a time not being
409less than 15 (fifteen) days or such lesser number of days as may be prescribed under Lawand not exceeding
30 (thirty) days from the date of the offer within which the offer, if not accepted, shall be deemed to have
been declined;
(B) the offer aforesaid shall be deemed to include a right exercisable by the Person concerned to renounce the
shares offered to him or any of them in favour of any other Person; and the notice referred to in clause
(A). above 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 may dispose
of them in such manner, which is not disadvantageous to the Shareholders and the Company;
(ii) to employees under a scheme of employees’ stock option, subject to Special Resolution passed by the
Company and subject to the Rules and such other conditions, as may be prescribed under Law; or to any
persons, if it is authorised by a Special Resolution, whether or not those Persons include the Persons
referred to in clause (i) or clause (ii) above, 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 the Rules.
(b) The notice referred to in sub-clause A. of clause (i) of sub-article (a) shall be dispatched through registered post
or speed post or through electronic mode to all the existing Shareholders at least 3 (three) days before the
opening of the issue.
(c) Nothing in this Article shall apply to the increase of the subscribed capital of a Company caused by the exercise
of an option as a term attached to the Debentures issued or loan raised by the Company to convert such
Debentures or loans into shares in the Company:
(d) Provided that the terms of issue of such Debentures or loan containing such an option have been approved
before the issue of such Debentures or the raising of loan by a Special Resolution passed by the Company in a
General Meeting.
(e) The provisions contained in this Article shall be subject to the provisions of Section 42, Section 62 (4), 62 (5),
and 62 (6) of the Act, the Rules and the applicable provisions of the Act.
Notwithstanding anything contained in sub clause (i) the further shares aforesaid may be offered to any persons
(whether or not those persons include the persons referred to in clause (a) of sub-clause (i) hereof) in any manner
whatsoever.
If a special resolution to that effect is passed by the company in general meeting, or where no such resolution is
passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal
contained in the resolution moved in that general meeting (including the casting vote, if any, of the Chairman) by
members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if
any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an
application made by the Board of Directors in this behalf, that the proposal is most beneficial to the company.
15. TRANSFER AND TRANSMISSION OF SHARES
(a) An application for the registration of a transfer of the shares in the Company may be made either by the
transferor or the transferee within the time frame prescribed under the Act
(b) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be
registered unless the Company gives notice of the application to the transferee in a prescribed manner and the
transferee communicates no objection to the transfer within 2 (two) weeks from the receipt of the notice.
(c) The instrument of transfer of any share in the Company shall be duly executed by or on behalf of both the
transferor and transferee.
(d) The Board shall have power on giving not less than 7 (seven) days previous notice by advertisement in a
vernacular newspaper and in an English newspaper having wide circulation in the city, town or village in which
the Office of the Company is situated, and publishing the notice on the website as may be notified by the Central
Government and on the website of the Company, to close the transfer books, the Register of Members and/or
Register of Debenture-holders at such time or times and for such period or periods, not exceeding 30 (thirty)
days at a time and not exceeding in the aggregate 45 (forty-five) days in each year, as it may deem expedient.
(e) Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other applicable provisions of the
Act or any other Law for the time being in force, the Board may, refuse to register the transfer of, or the
transmission by operation of law of the right to, any securities or interest of a Shareholder in the Company. The
Company shall, within 30 (thirty) days from the date on which the instrument of transfer, or the intimation of
such transmission, as the case may be, was delivered to the Company, send a notice of refusal to the transferee
and transferor or to the person giving notice of such transmission, as the case may be, giving reasons for such
refusal.
(f) Provided that, registration of a transfer shall not be refused on the ground of the transferor being either alone
or jointly with any other Person or Persons indebted to the Company on any account whatsoever except where
the Company has a lien on shares.
410(g) Subject to the applicable provisions of the Act and these Articles, the Directors shall have the absolute and
uncontrolled discretion to refuse to register a Person entitled by transmission to any shares or his nominee as if
he were the transferee named in any ordinary transfer presented for registration, and shall not be bound to give
any reason for such refusal and in particular may also decline in respect of shares upon which the Company has
a lien.
(h) Subject to the provisions of these Articles, any transfer of shares in whatever lot should not be refused, though
there would be no objection to the Company refusing to split a share certificate into several scripts of any small
denominations or, to consider a proposal for transfer of shares comprised in a share certificate to several
Shareholders, involving such splitting, if on the face of it such splitting/transfer appears to be unreasonable or
without a genuine need. The Company should not, therefore, refuse transfer of shares in violation of the stock
exchange listing requirements on the ground that the number of shares to be transferred is less than any specified
number.
(i) In case of the death of any one or more Shareholders named in the Register of Members as the joint-holders of
any shares, the survivors shall be the only Shareholder or Shareholders recognized by the Company as having
any title to or interest in such shares, but nothing therein contained shall be taken to release the estate of a
deceased joint-holder from any liability on shares held by him jointly with any other Person.
(j) The Executors or Administrators or holder of the succession certificate or the legal representatives of a deceased
Shareholder, (not being one of two or more joint-holders), shall be the only Shareholders recognized by the
Company as having any title to the shares registered in the name of such Shareholder, and the Company shall
not be bound to recognize such Executors or Administrators or holders of succession certificate or the legal
representatives unless such Executors or Administrators or legal representatives shall have first obtained
probate or letters of administration or succession certificate, as the case may be, from a duly constituted court
in India, provided that the Board may in its absolute discretion dispense with production of probate or letters
of administration or succession certificate, upon such terms as to indemnity or otherwise as the Board may in
its absolute discretion deem fit and may under Article 18(a) of these Articles register the name of any Person
who claims to be absolutely entitled to the shares standing in the name of a deceased Shareholder, as a
Shareholder.
(k) The Board shall not knowingly issue or register a transfer of any share to a minor or insolvent or Person of
unsound mind, except fully paid shares through a legal guardian.
(l) Subject to the provisions of Articles, any Person becoming entitled to shares in consequence of the death,
lunacy, bankruptcy of any Shareholder or Shareholders, or by any lawful means other than by a transfer in
accordance with these Articles, may with the consent of the Board, (which it shall not be under any obligation
to give), upon producing such evidence that he sustains the character in respect of which he proposes to act
under this Article, or of his title, as the Board thinks sufficient, either be registered himself as the holder of the
shares or elect to have some Person nominated by him and approved by the Board, registered as such holder;
provided nevertheless, that if such Person shall elect to have his nominee registered, he shall testify the election
by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein
contained and until he does so, he shall not be freed from any liability in respect of the shares.
(m) A Person becoming entitled to a share by reason of the death or insolvency of a Shareholder shall be entitled to
the same Dividends and other advantages to which he would be entitled if he were the registered holder of the
shares, except that he shall not, before being registered as a Shareholder in respect of the shares, be entitled to
exercise any right conferred by membership in relation to meetings of the Company.
(n) Provided that the Directors shall, at any time, give notice requiring any such Person to elect either to be
registered himself or to transfer the shares, and if such notice is not complied with within 90 (ninety) days, the
Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in respect of the
shares until the requirements of the notice have been complied with.
(o) Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by
such evidence as the Board may require to prove the title of the transferor, his right to transfer the shares. Every
registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the
Board.
(p) Where any instrument of transfer of shares has been received by the Company for registration and the transfer
of such shares has not been registered by the Company for any reason whatsoever, the Company shall transfer
the Dividends in relation to such shares to a special account unless the Company is authorized by the registered
holder of such shares, in writing, to pay such Dividends to the transferee and will keep in abeyance any offer
of right shares and/or bonus shares in relation to such shares.
(q) In case of transfer and transmission of shares or other marketable securities where the Company has not issued
any certificates and where such shares or Securities are being held in any electronic and fungible form in a
Depository, the provisions of the Depositories Act shall apply.
(r) Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred must
be delivered to the Company along with a properly stamped and executed instrument of transfer in accordance
411with the provisions of Section 56 of the Act.
(s) The Board may decline to recognize any instrument of transfer unless the instrument of transfer is in respect of
only one class of shares
(t) No fee shall be payable to the Company, in respect of the registration of transfer or transmission of shares, or
for registration of any power of attorney, probate, letters of administration and succession certificate, certificate
of death or marriage or other similar documents, sub division and/or consolidation of shares and debentures
and subdivisions of letters of allotment, renounceable letters of right and split, consolidation, renewal and
genuine transfer receipts into denomination corresponding to the market unit of trading.
(u) The Company shall incur no liability or responsibility whatsoever in consequence of its 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 the prejudice of a Person or Persons having or claiming any
equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had any
notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have
entered such notice or referred thereto, in 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 it of any equitable right, title or
interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered
or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and
attend to any such notice, and give effect thereto if the Board shall so think fit.
(v) The Company shall not register the transfer of its securities in the name of the transferee(s) when the
transferor(s) objects to the transfer.
(w) Provided that the transferor serves on the Company, within sixty working days of raising the objection, a
prohibitory order of a Court of competent jurisdiction.
(x) The Board may delegate the power of transfer of securities to a committee or to compliance officer or to the
registrar to an issue and/or share transfer agent(s).
(y) Provided that the delegated authority shall report on transfer of securities to the Board in each meeting.
(z) There shall be a common form of transfer in accordance with the Act and Rules.
(aa) The provision of these Articles shall be subject to the applicable provisions of the Act, the Rules and any
requirements of Law. Such provisions shall mutatis mutandis apply to the transfer or transmission by operation
of Law to other Securities of the Company.
16. DEMATERIALIZATION OF SECURITIES
(a) Dematerialization:
Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its existing
Securities, rematerialize its Securities held in the Depositories and/or to offer its fresh Securities in a
dematerialized form pursuant to the Depositories Act, and the rules framed thereunder, if any.
(b) Subject to the applicable provisions of the Act, instead of issuing or receiving certificates for the Securities,
as the case maybe, either the Company or the investor may exercise an option to issue, dematerialize, hold
the securities (including shares) with a Depository in electronic form and the certificates in respect thereof
shall be dematerialized, in which event the rights and obligations of the parties concerned and matters
connected therewith or incidental thereto shall be governed by the provisions of the Depositories Act as
amended from time to time or any statutory modification thereto or re-enactment thereof.
(c) Notwithstanding anything contained in these Articles to the contrary, in the event the Securities of the
Company are dematerialized, the Company shall issue appropriate instructions to the Depository not to
Transfer the Securities of any Shareholder except in accordance with these Articles. The Company shall
cause the Promoters to direct their respective Depository participants not to accept any instruction slip or
delivery slip or other authorisation for Transfer in contravention of these Articles.
(d) If a Person opts to hold his Securities with a Depository, then notwithstanding anything to the contrary
contained in these Articles the Company shall intimate such Depository the details of allotment of the
Securities and on receipt of the information, the Depository shall enter in its record the name of the allottee
as the Beneficial Owner of the Securities.
(e) Securities in Depositories to be in fungible form:
All Securities held by a Depository shall be dematerialized and be held in fungible form. Nothing contained in
Sections 88, 89 and 186 of the Act shall apply to a Depository in respect of the Securities held by it on behalf of
the Beneficial Owners.
(f) Rights of Depositories & Beneficial Owners:
(i) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be
deemed to be the Registered Owner for the purposes of effecting transfer of ownership of Securities on
behalf of the Beneficial Owner.
(ii) Save as otherwise provided in (i) above, the Depository as the Registered Owner of the Securities shall
412not have any voting rights or any other rights in respect of the Securities held by it.
(iii) Every person holding shares of the Company and whose name is entered as the Beneficial Owner in the
records of the Depository shall be deemed to be a Shareholder of the Company.
(iv) The Beneficial Owner of Securities shall, in accordance with the provisions of these Articles and the Act,
be entitled to all the rights and subject to all the liabilities in respect of his Securities, which are held by a
Depository.
(g) Except as ordered by a court of competent jurisdiction or as may be required by Law required and subject
to the applicable provisions of the Act, the Company shall be entitled to treat the person whose name
appears on the Register as the holder of any share or whose name appears as the Beneficial Owner of any
share in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to
recognize any benami trust or equity, equitable contingent, future, partial interest, other claim to or interest
in respect of such shares or (except only as by these Articles otherwise expressly provided) any right in
respect of a share other than an absolute right thereto in accordance with these Articles, on the part of any
other person whether or not it has expressed or implied notice thereof but the Board shall at their sole
discretion register any share in the joint names of any two or more persons or the survivor or survivors of
them.
(h) Register and Index of Beneficial Owners:
(i) The Company shall cause to be kept a register and index of members with details of shares and debentures
held in materialized and dematerialized forms in any media as may be permitted by Law including any
form of electronic media.
(ii) The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall
be deemed to be a register and index of members for the purposes of this Act. The Company shall have
the power to keep in any state or country outside India a register resident in that state or country.
(i) Cancellation of Certificates upon surrender by Person:
Upon receipt of certificate of securities on surrender by a person who has entered into an agreement with the
Depository through a participant, the Company shall cancel such certificates and shall substitute in its record, the
name of the Depository as the registered owner in respect of the said Securities and shall also inform the
Depository accordingly.
(j) Service of Documents:
Notwithstanding anything contained in the Act or these Articles to the contrary, 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.
(k) Transfer of Securities:
(i) Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer of Securities effected
by transferor and transferee both of whom are entered as Beneficial Owners in the records of a Depository.
(ii) In the case of transfer or transmission of shares or other marketable Securities where the Company has
not issued any certificates and where such shares or Securities are being held in any electronic or fungible
form in a Depository, the provisions of the Depositories Act shall apply.
(l) Allotment of Securities dealt with in a Depository:
Notwithstanding anything in the Act or these Articles, where Securities are dealt with by a Depository, the
Company shall intimate the details of allotment of relevant Securities thereof to the Depository immediately on
allotment of such Securities.
(m) Certificate Number and other details of Securities in Depository:
Nothing contained in the Act or these Articles regarding the necessity of having certificate number/distinctive
numbers for Securities issued by the Company shall apply to Securities held with a Depository.
(n) Register and Index of Beneficial Owners:
The Register and Index of Beneficial Owners maintained by a Depository under the Depositories Act, shall be
deemed to be the Register and Index (if applicable) of Shareholders and Securityholders for the purposes of these
Articles.
(o) Provisions of Articles to apply to Shares held in Depository:
Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on
shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in Depository
so far as they apply to shares held in physical form subject to the provisions of the Depositories Act.
(p) Depository to furnish information:
Every Depository shall furnish to the Company information about the transfer of securities in the name of the
Beneficial Owner at such intervals and in such manner as may be specified by Law and the Company in that
behalf.
(q) Option to opt out in respect of any such Security:
If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, he shall inform the Depository
accordingly. The Depository shall on receipt of such information make appropriate entries in its records and shall
413inform the Company. The Company shall within 30 (thirty) days of the receipt of intimation from a Depository or
such other time as may be prescribed under Law and on fulfillment of such conditions and on payment of such
fees as may be specified by the regulations, issue the certificate of securities to the Beneficial Owner or the
transferee as the case may be.
(r) Overriding effect of this Article:
Provisions of this Article will have full effect and force not withstanding anything to the contrary or inconsistent
contained in any other Articles.
17. NOMINATION BY SECURITIES HOLDERS
(a) Every holder of Securities of the Company may, at any time, nominate, in the manner prescribed under
the Companies (Share Capital and Debentures) Rules, 2014, a Person as his nominee in whom the
Securities of the Company held by him shall vest in the event of his death.
(b) Where the Securities of the Company are held by more than one Person jointly, the joint holders may
together nominate, in the manner prescribed under the Companies (Share Capital and Debentures) Rules,
2014, a Person as their nominee in whom all the rights in the Securities Company shall vest in the event
of death of all the joint holders.
(c) Notwithstanding anything contained in any other Law for the time being in force or in any disposition,
whether testamentary or otherwise, in respect of the Securities of the Company, where a nomination made
in the manner prescribed under the Companies (Share Capital and Debentures) Rules, 2014, purports to
confer on any Person the right to vest the Securities of the Company, the nominee shall, on the death of
the holder of Securities of the Company or, as the case may be, on the death of the joint holders become
entitled to all the rights in Securities of the holder or, as the case may be, of all the joint holders, in relation
to such Securities of the Company to the exclusion of all other Persons, unless the nomination is varied or
cancelled in the prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014.
(d) Where the nominee is a minor, the holder of the Securities concerned, can make the nomination to appoint
in prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014, any Person to
become entitled to the Securities of the Company in the event of his death, during the minority.
(e) The transmission of Securities of the Company by the holders of such Securities and transfer in case of
nomination shall be subject to and in accordance with the provisions of the Companies (Share Capital and
Debentures) Rules, 2014.
18. NOMINATION FOR FIXED DEPOSITS
A depositor (who shall be the member of the Company) may, at any time, make a nomination and the provisions
of Section 72 of the Act shall, as far as may be, apply to the nominations made in relation to the deposits made
subject to the provisions of the Rules as may be prescribed in this regard.
19. NOMINATION IN CERTAIN OTHER CASES
Subject to the applicable provisions of the Act and these Articles, any person becoming entitled to Securities in
consequence of the death, lunacy, bankruptcy or insolvency of any holder of Securities, or by any lawful means
other than by a transfer in accordance with these Articles, may, with the consent of the Board (which it shall not be
under any obligation to give), upon producing such evidence that he sustains the character in respect of which he
proposes to act under this Article or of such title as the Board thinks sufficient, either be registered himself as the
holder of the Securities or elect to have some Person nominated by him and approved by the Board registered as
such holder; provided nevertheless that, if such Person shall elect to have his nominee registered, he shall testify
the election by executing in favour of his nominee an instrument of transfer in accordance with the provisions
herein contained and until he does so, he shall not be freed from any liability in respect of the Securities.
20. COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO SHAREHOLDERS
Copies of the Memorandum and Articles of Association of the Company and other documents referred to in
Section 17 of the Act shall be sent by the Company to every Shareholder at his request within 7 (seven) days of
the request on payment of such sum as prescribed under the Companies (Incorporation) Rules, 2014.
21. BORROWING POWERS
(a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the Act and these
Articles, the Board may, from time to time, at its discretion by resolution passed at the meeting of a Board:
414(i) accept or renew deposits from Shareholders;
(ii) borrow money by way of issuance of Debentures;
(iii) borrow money otherwise than on Debentures;
(iv) accept deposits from Shareholders either in advance of calls or otherwise; and
(v) generally raise or borrow or secure the payment of any sum or sums of money for the purposes of the
Company.
Provided, however, that where the money to be borrowed together with the money already borrowed (apart from
temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate
of the Paid-up capital of the Company, its free reserves and securities premium (not being reserves set apart for
any specific purpose), the Board shall not borrow such money without the consent of the Company by way of a
Special Resolution in a General Meeting.
(b) Subject to the provisions of these Articles, the payment or repayment of money borrowed as aforesaid may
be secured in such manner and upon such terms and conditions in all respects as the resolution of the Board
shall prescribe including by the issue of bonds, perpetual or redeemable Debentures or debenture-stock, or
any mortgage, charge, hypothecation, pledge, lien or other security on the undertaking of the whole or any
part of the property of the Company, both present and future. Provided however that the Board shall not,
except with the consent of the Company by way of a Special Resolution in General Meeting mortgage, charge
or otherwise encumber, the Company’s uncalled Capital for the time being or any part thereof and Debentures
and other Securities may be assignable free from any equities between the Company and the Person to whom
the same may be issued.
(c) Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued at a discount,
premium or otherwise by the Company and shall with the consent of the Board be issued upon such terms
and conditions and in such manner and for such consideration as the Board shall consider to be for the benefit
of the Company, and on the condition that they or any part of them may be convertible into Equity Shares of
any denomination, and with any privileges and conditions as to the redemption, surrender, allotment of shares,
appointment of Directors or otherwise. Provided that Debentures with rights to allotment of or conversion
into Equity Shares shall not be issued except with, the sanction of the Company in General Meeting accorded
by a Special Resolution.
(d) Subject to the applicable provisions of the Act and these Articles, if any uncalled Capital of the Company is
included in or charged by any mortgage or other security, the Board shall make calls on the Shareholders in
respect of such uncalled Capital in trust for the Person in whose favour such mortgage or security is executed,
or if permitted by the Act, may by instrument under seal authorize the Person in whose favour such mortgage
or security is executed or any other Person in trust for him to make calls on the Shareholders in respect of
such uncalled Capital and the provisions hereinafter contained in regard to calls shall mutatis mutandis apply
to calls made under such authority and such authority may be made exercisable either conditionally or
unconditionally or either presently or contingently and either to the exclusion of the Board’s power or
otherwise and shall be assignable if expressed so to be.
(e) The Board shall cause a proper Register to be kept in accordance with the provisions of Section 85 of the Act
of all mortgages, Debentures and charges specifically affecting the property of the Company; and shall cause
the requirements of the relevant provisions of the Act in that behalf to be duly complied with within the time
prescribed under the Act or such extensions thereof as may be permitted under the Act, as the case may be,
so far as they are required to be complied with by the Board.
(f) Any capital required by the Company for its working capital and other capital funding requirements may be
obtained in such form as decided by the Board from time to time.
(g) The Company shall also comply with the provisions of the Companies (Registration of Charges) Rules, 2014
in relation to the creation and registration of aforesaid charges by the Company.
22. RIGHTS TO ISSUE SHARE WARRANTS
The Company may issue share warrants subject to, and in accordance with provisions of the Act and SEBI
Regulations, if applicable. The Board may, in its discretion, with respect to any share which is fully paid up on
application in writing signed by the person registered as holder of the share, and authenticated by such evidence (if
any) as the Board may from time to time require as to the identity of the person signing the application, and the
amount of the stamp duty on the warrant and such fee as the Board may from time to time require having been paid,
issue a warrant.
23. BOARD TO MAKE RULES
The Board may, from time to time, make rules as to the terms on which it shall think fit, a new share warrant or
coupon may be issued by way of renewal in case of defacement, loss or destruction.
41524. CONVERSION OF SHARES INTO STOCK AND RECONVERSION
(a) The Company in General Meeting may, by Ordinary Resolution, convert any Paid-up shares into stock and
when any shares shall have been converted into stock, the several holders of such stock may henceforth
transfer their respective interest therein, or any part of such interests, in the same manner and subject to the
same regulations as those subject to which shares from which the stock arose might have been transferred, if
no such conversion had taken place or as near thereto as circumstances will admit. The Company may, by an
Ordinary Resolution, at any time reconvert any stock into Paid-up shares of any denomination. Provided that
the Board may, from time to time, fix the minimum amount of stock transferable, so however such minimum
shall not exceed the nominal account from which the stock arose.
(b) 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 privileges or advantages, (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.
25. ANNUAL GENERAL MEETING
In accordance with the provisions of the Act, the Company shall in each year hold a General Meeting specified as
its Annual General Meeting and shall specify the meeting as such in the notices convening such meetings.
Further, not more than 15 (fifteen) months gap shall exist between the date of one Annual General Meeting and
the date of the next. All General Meetings other than Annual General Meetings shall be Extraordinary General
Meetings.
26. WHEN ANNUAL GENERAL MEETING TO BE HELD
Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar
under the provisions of Section 96(1) of the Act to extend the time within which any Annual General Meeting
may be held.
27. VENUE, DAY AND TIME FOR HOLDING ANNUAL GENERAL MEETING
(a) Every Annual General Meeting shall be called during business hours, that is, between 9 A.M. and 6 P.M. on
a day that is not a national holiday, and shall be held at the Office of the Company or at some other place
within the city, town or village in which the Office of the Company is situated, as the Board may determine
and the notices calling the Meeting shall specify it as the Annual General Meeting.
(b) Every Shareholder of the Company shall be entitled to attend the Annual General Meeting either in person or
by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General Meeting
which he attends on any part of the business which concerns him as Auditor. At every Annual General
Meeting of the Company there shall be laid on the table, the Directors’ Report and Audited Statement of
Accounts, Auditors’ Report, (if not already incorporated in the Audited Statement of Accounts), the proxy
Register with proxies and the Register of Directors’ shareholdings which latter Register shall remain open
and accessible during the continuance of the Meeting. The Board shall cause to be prepared the Annual Return
and forward the same to the concerned Registrar of Companies, in accordance with Sections 92 and 137 of
the Act. The Directors are also entitled to attend the Annual General Meeting.
28. NOTICE OF GENERAL MEETINGS
(a) Number of days’ notice of General Meeting to be given: A General Meeting of the Company may be called
by giving not less than 21 (twenty one) days clear notice in writing or in electronic mode, excluding the day
on which notice is served or deemed to be served (i.e., on expiry of 48 (forty eight) hours after the letter
containing the same is posted). However, an Annual General Meeting may be called after giving shorter notice
if consent is given in writing or by electronic mode by not less than 95 (ninety five) percent of the Shareholders
entitled to vote at that meeting.
The notice of every meeting shall be given to:
(a) every Shareholder, legal representative of any deceased Shareholder or the assignee of
an insolvent member of the Company,
(b) Auditor or Auditors of the Company, and
(c) all Directors.
416(b) Notice of meeting to specify place, etc., and to contain statement of business: Notice of every meeting of the
Company shall specify the place, date, day and hour of the meeting, and shall contain a statement of the
business to be transacted thereat shall be given in the manner prescribed under Section 102 of the Act.
(c) Contents and manner of service of notice and Persons on whom it is to be served: Every notice may be served
by the Company on any Shareholder thereof either personally or by electronic mode or by sending it by post
to their/its registered address in India and if there be no registered address in India, to the address supplied by
the Shareholder to the Company for giving the notice to the Shareholder.
(d) Special Business: Subject to the applicable provisions of the Act, where any items of business to be transacted
at the meeting are deemed to be special, there shall be annexed to the notice of the meeting a statement setting
out all material facts concerning each item of business including any particular nature of the concern or
interest if any therein of every Director or manager (as defined under the provisions of the Act), if any or key
managerial personnel (as defined under the provisions of the Act) or the relatives of any of the aforesaid and
where any item of special business relates to or affects any other company, the extent of shareholding interest
in that other company of every Director or manager (as defined under the provisions of the Act), if any or key
managerial personnel (as defined under the provisions of the Act) or the relatives of any of the aforesaid of
the first mentioned company shall also be set out in the statement if the extent of such interest is not less than
2 per cent of the paid up share capital of that other company. All business transacted at any meeting of the
Company shall be deemed to be special and all business transacted at the Annual General Meeting of the
Company with the exception of the business specified in Section 102 of the Act shall be deemed to be special.
(e) Resolution requiring Special Notice: With regard to resolutions in respect of which special notice is required
to be given by the Act, a special notice shall be given as required by Section 115 of the Act.
(f) Notice of Adjourned Meeting when necessary: When a meeting is adjourned for 30 (thirty) days or more,
notice of the adjourned meeting shall be given as in the case of an original meeting in accordance with the
applicable provisions of the Act.
(g) Notice when not necessary: 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.
(h) The notice of the General Meeting shall comply with the provisions of Companies (Management and
Administration) Rules, 2014.
29. REQUISITION OF EXTRAORDINARY GENERAL MEETING
(a) The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition received from such number of Shareholders 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 that date carries the right of
voting and such meeting shall be held at the Office or at such place and at such time as the Board thinks fit.
(b) Any valid requisition so made by Shareholders must state the object or objects of the meeting proposed to be
called, and must be signed by the requisitionists and be deposited at the Office; provided that such requisition
may consist of several documents in like form each signed by one or more requisitionists.
(c) Upon the receipt of any such valid requisition, the Board shall forthwith call an Extraordinary General
Meeting and if they do not proceed within 21 (twenty-one) days from the date of the requisition being
deposited at the Office to cause a meeting to be called on a day not later than 45 (forty-five) days from the
date of deposit of the requisition, the requisitionists or such of their number as represent either a majority in
value of the Paid up Share Capital held by all of them or not less than one-tenth of such of the Paid-up Share
Capital of the Company as is referred to in Section 100 of the Act, whichever is less, may themselves call the
meeting, but in either case any meeting so called shall be held within three months from the date of the
delivery of the requisition as aforesaid.
(d) Any meeting called under the foregoing sub-articles by the requisitionists, shall be called in the same manner,
as nearly as possible, as that in which a meeting is to be called by the Board.
(e) The accidental omission to give any such notice as aforesaid to any of the Shareholders, or the non-receipt
thereof, shall not invalidate any resolution passed at any such meeting.
(f) No General Meeting, Annual or Extraordinary, shall be competent to enter into, discuss or transact any
business which has not been mentioned in the notice or notices by which it was convened.
(g) The Extraordinary General Meeting called under this article shall be subject to and in accordance with the
provisions contained under the Companies (Management and Administration) Rules, 2014.
30. NO BUSINESS TO BE TRANSACTED IN GENERAL MEETING IF QUORUM IS NOT PRESENT
The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject to the
provisions of Section 103(2) of the Act, if such a quorum is not present within half an hour from the time set for
the Shareholders’ Meeting, the Shareholders’ Meeting shall be adjourned to the same time and place or to such
417other date and such other time and place as the Board may determine and the agenda for the adjourned
Shareholders’ Meeting shall remain the same. If at such adjourned meeting also, a quorum is not present, at the
expiration of half an hour from the time appointed for holding the meeting, the members present shall be a
quorum, and may transact the business for which the meeting was called.
31. CHAIRMAN OF THE GENERAL MEETING
(a) The Chairman of the Board shall be entitled to take the Chair at every General Meeting, whether Annual or
Extraordinary. If there is no such Chairman of the Board or if at any meeting he shall not be present within
fifteen minutes of the time appointed for holding such meeting or if he is unable or unwilling to take the Chair,
then the Directors present shall elect one of them as Chairman. If no Director is present or if all the Directors
present decline to take the Chair, then the Shareholders present shall elect, on a show of hands or on a poll if
properly demanded, one of their member to be the Chairman of the meeting. No business shall be discussed at
any General Meeting except the election of a Chairman while the Chair is vacant.
(b) Notwithstanding anything contained in the first proviso of clause (1) of section 203 of the Companies Act,
2013 and the rules made thereunder including any amendment thereto or re-enactment thereof for the time
being in force, the Managing Director can be appointed as the Chairman of the company.
32. CHAIRMAN CAN ADJOURN THE GENERAL MEETING
(a) The Chairman may, with the consent given in the meeting at which a quorum is present (and if so directed by
the meeting) adjourn the General Meeting from time to time and from place to place within the city, town or
village in which the Office of the Company is situate but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took place.
(b) Any member who has not appointed a Proxy to attend and vote on his behalf at a general meeting may appoint
a Proxy for any adjourned general meeting, not later than forty-eight hours before the time of such adjourned
Meeting.
33. QUESTIONS AT GENERAL MEETING HOW DECIDED
(a) At any General Meeting, a resolution put to the vote of the General Meeting shall, unless a poll is demanded,
be decided by a show of hands. Before or on the declaration of the result of the voting on any resolution by a
show of hands, a poll may be carried out in accordance with the applicable provisions of the Act or the voting
is carried out electronically. Unless a poll is demanded, a declaration by the Chairman that a resolution has,
on a show of hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to
that effect in the Minute Book of the Company shall be conclusive evidence of the fact, of passing of such
resolution or otherwise.
(b) In the case of equal votes, the Chairman shall both on a show of hands and at a poll, (if any), have a casting
vote in addition to the vote or votes to which he may be entitled as a Shareholder.
(c) If a poll is demanded as aforesaid, the same shall subject to anything stated in these Articles be taken at such
time, (not later than forty-eight hours from the time when the demand was made), and place within the City,
Town or Village in which the Office of the Company is situate and either by a show of hands or by ballot or
by postal ballot, as the Chairman shall direct and either at once or after an interval or adjournment, or
otherwise and the result of the poll shall be deemed to be the decision of the meeting at which the poll was
demanded. Any business other than that upon which a poll has been demanded may be proceeded with,
pending the taking of the poll. The demand for a poll may be withdrawn at any time by the Person or Persons
who made the demand.
(d) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers to scrutinise the votes
given on the poll and to report thereon to him. One of the scrutinizers so appointed shall always be a
Shareholder, (not being an officer or employee of the Company), present at the meeting provided such a
Shareholder is available and willing to be appointed. The Chairman shall have power at any time before the
result of the poll is declared, to remove a scrutinizer from office and fill vacancies in the office of scrutinizer
arising from such removal or from any other cause.
(e) Any poll duly demanded on the election of a Chairman of a meeting or any question of adjournment, shall be
taken at the meeting forthwith. A poll demanded on any other question shall be taken at such time not later
than 48 hours from the time of demand, as the Chairman of the meeting directs.
(f) The demand for a poll except on the question of the election of the Chairman and of an adjournment shall not
prevent the continuance of a meeting for the transaction of any business other than the question on which the
poll has been demanded.
(g) No report of the proceedings of any General Meeting of the Company shall be circulated or advertised at the
418expense of the Company unless it includes the matters required by these Articles or Section 118 of the Act to
be contained in the Minutes of the proceedings of such meeting.
(h) The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or
with the intent to evade or defeat the terms as contained in these Articles.
34. PASSING RESOLUTIONS BY POSTAL BALLOT
(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions
relating to such business as notified under the Companies (Management and Administration) Rules, 2014, as
amended, or other Law required to be passed by postal ballot, shall get any resolution passed by means of a
postal ballot, instead of transacting the business in the General Meeting of the Company. Also, the Company
may, in respect of any item of business other than ordinary business and any business in respect of which
Directors or Auditors have a right to be heard at any meeting, transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures
as prescribed under Section 110 of the Act and the Companies (Management and Administration) Rules,
2014, as amended from time and applicable Law.
35. VOTES OF SHAREHOLDERS
(a) No Shareholder shall be entitled to vote either personally or by proxy at any General Meeting or meeting of
a class of Shareholders either upon a show of hands or upon a poll or a member may exercise his vote at a
meeting by electronic means in accordance with the Act (and shall vote only once) in respect of any shares
registered in his name on which calls or other sums presently payable by him have not been paid or in regard
to which the Company has exercised any right of lien.
(b) No shareholder shall be entitled to vote at a General Meeting unless all calls or other sums presently payable
by him have been paid, or in regard to which the Company has lien and has exercised any right of lien.
(c) Subject to the provisions of these Articles, without prejudice to any special privilege or restrictions as to
voting for the time being attached to any class of shares for the time being forming a part of the Capital of the
Company, every Shareholder not disqualified by the last preceding Article, shall be entitled to be present, and
to speak and vote at such meeting, and on a show of hands, every Shareholder present in person shall have
one vote and upon a poll, the voting right of such Shareholder present, either in person or by proxy, shall be
in proportion to his share of the Paid Up Share Capital of the Company held alone or jointly with any other
Person or Persons.
(d) On a poll taken at a meeting of the Company, a Shareholder entitled to more than one vote, or his proxy, or
any other Person entitled to vote for him (as the case may be), need not, if he votes, use or cast all his votes
in the same way.
(e) A Shareholder of unsound mind or in respect of whom an order has been made by any court having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, through a committee or through his legal
guardian; and any such committee or guardian may, on a poll vote by proxy. If any Shareholder be a minor
his vote in respect of his Share(s) shall be exercised by his guardian(s), who may be selected (in case of
dispute) by the Chairman of the meeting.
(f) If there be joint registered holders of any shares, any one of such Persons may vote at any meeting or may
appoint another Person, (whether a Shareholder or not) as his proxy in respect of such shares, as if he were
solely entitled thereto; but the proxy so appointed shall not have any right to speak at the meeting and if more
than one of such joint-holders be present at any meeting, then one of the said Persons so present whose name
stands higher in the Register of Members shall alone be entitled to speak and to vote in respect of such shares,
but the other joint- holders shall be entitled to be present at the meeting. Several Executors or Administrators
of a deceased Shareholder in whose name shares stand shall for the purpose of these Articles be deemed joint-
holders thereof.
(g) Subject to the provision of these Articles, votes may be given personally or by an attorney or by proxy. A
body corporate, whether or not a Company within the meaning of the Act, being a Shareholder may vote
either by a proxy or by a representative duly authorised in accordance with Section 113 of the Act and such
representative shall be entitled to exercise the same rights and powers, (including the right to vote by proxy),
on behalf of the body corporate which he represents as that body could have exercised if it were an individual
Shareholder.
(h) Any Person entitled to transfer any shares of the Company may vote at any General Meeting in respect thereof
in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least
before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to
vote, he shall satisfy the Board of his right to such shares and give such indemnity (if any) as the Board may
require unless the Board shall have previously admitted his right to vote at such meeting in respect thereof.
419(i) Every proxy, (whether a Shareholder or not), shall be appointed in writing under the hand of the appointer or
his attorney, or if such appointer is a corporation under the Common Seal of such corporation or be signed by
an officer or an attorney duly authorised by it, and any committee or guardian may appoint proxy. The proxy
so appointed shall not have any right to speak at a meeting.
(j) An instrument of proxy may appoint a proxy either for (i) the purposes of a particular meeting (as specified
in the instrument) or (ii) for any adjournment thereof or (iii) it may appoint a proxy for the purposes of every
meeting of the Company, or (iv) of every meeting to be held before a date specified in the instrument for
every adjournment of any such meeting.
(k) A Shareholder present by proxy shall be entitled to vote only on a poll.
(l) An instrument appointing a proxy and a power of attorney or other authority (including by way of a Board
Resolution, (if any),) under which it is signed or a notarial certified copy of that power or authority or
resolution as the case may be, shall be deposited at the Office not later than forty-eight hours before the time
for holding the meeting at which the Person named in the instrument proposes to vote and in default the
instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the
expiration of 12 months from the date of its execution. An attorney shall not be entitled to vote unless the
power of attorney or other instrument or resolution as the case may be appointing him or a notarial certified
copy thereof has either been registered in the records of the Company at any time not less than forty-eight
hours before the time for holding the meeting at which the attorney proposes to vote, or is deposited at the
Office of the Company not less than forty-eight hours before the time fixed for such meeting as aforesaid.
Notwithstanding that a power of attorney or other authority has been registered in the records of the Company,
the Company may, by notice in writing addressed to the Shareholder or the attorney, given at least 48 (forty
eight) hours before the meeting, require him to produce the original power of attorney or authority or
resolution as the case may be and unless the same is deposited with the Company not less than forty-eight
hours before the time fixed for the meeting, the attorney shall not be entitled to vote at such meeting unless
the Board in their absolute discretion excuse such non-production and deposit.
(m) Every instrument of proxy whether for a specified meeting or otherwise should, as far as circumstances admit,
be in any of the forms set out in the Companies (Management and Administration) Rules, 2014.
(n) If any such instrument of appointment be confined to the object of appointing an attorney or proxy for voting
at meetings of the Company it shall remain permanently or for such time as the Directors may determine in
the custody of the Company; if embracing other objects a copy thereof, examined with the original, shall be
delivered to the Company to remain in the custody of the Company.
(o) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death of the principal, or revocation of the proxy or of any power of attorney under which such proxy
was signed, or the transfer of the Share in respect of which the vote is given, provided that no intimation in
writing of the death, revocation or transfer shall have been received at the Office before the meeting.
(p) No objection shall be made to the validity of any vote, except at the Meeting or poll at which such vote shall
be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll
shall be deemed valid for all purposes of such meeting or poll whatsoever.
(q) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting.
The Chairman present at the taking of a poll shall be in the sole judge of the validity of every vote tendered
at such poll.
(i) The Company shall cause minutes of all proceedings of every General Meeting to be kept by making
within 30 (thirty) days of the conclusion of every such meeting concerned, entries thereof in books kept
for that purpose with their pages consecutively numbered.
(ii) Each page of every such book shall be initialed or signed and the last page of the record of proceedings
of each meeting in such book shall be dated and signed by the Chairman of the same meeting within the
aforesaid period of 30 (thirty) days or in the event of the death or inability of that Chairman within that
period, by a Director duly authorised by the Board for that purpose.
(iii) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.
(iv) The Minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(v) All appointments of Directors of the Company made at any meeting aforesaid shall be included in the
minutes of the meeting.
(vi) Nothing herein contained shall require or be deemed to require the inclusion in any such Minutes of any
matter which in the opinion of the Chairman of the Meeting (i) is or could reasonably be regarded as,
defamatory of any person, or (ii) is irrelevant or immaterial to the proceedings, or (iii) is detrimental to
the interests of the Company. The Chairman of the meeting shall exercise an absolute discretion in regard
to the inclusion or non-inclusion of any matter in the Minutes on the aforesaid grounds.
(vii) Any such Minutes shall be evidence of the proceedings recorded therein.
(viii) The book containing the Minutes of proceedings of General Meetings shall be kept at
420the Office of the Company and shall be open, during business hours, for such periods not being less in
the aggregate than two hours in each day as the Board determines, for the inspection of any Shareholder
without charge.
(ix) The Company shall cause minutes to be duly entered in books provided for the purpose of: -
a) the names of the Directors and Alternate Directors present at each General Meeting;
b) all Resolutions and proceedings of General Meeting.
(r) The Shareholders shall vote (whether in person or by proxy) all of the shares owned or held on record by
them at any Annual or Extraordinary General Meeting of the Company called for the purpose of filling
positions to the Board, appointed as a Director of the Company under Sections 152 and 164(1) of the Act in
accordance with these Articles.
(s) The Shareholders will do nothing to prevent the taking of any action by the Company or act contrary to or
with the intent to evade or defeat the terms as contained in these Articles.
(t) All matters arising at a General Meeting of the Company, other than as specified in the Act or these Articles
if any, shall be decided by a majority vote.
(u) The Shareholders shall exercise their voting rights as shareholders of the Company to ensure that the Act or
these Articles are implemented and acted upon by the Shareholders, and by the Company and to prevent the
taking of any action by the Company or by any Shareholder, which is contrary to or with a view or intention
to evade or defeat the terms as contained in these Articles.
(v) Any corporation which is a Shareholder of the Company may, by resolution of the Board or other governing
body, authorise such person as it thinks fit to act as its representative at any meeting of the Company and the
said person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he
represents as that corporation could have exercised if it were an individual Shareholder in the Company
(including the right to vote by proxy).
(w) The Company shall also provide e-voting facility to the Shareholders of the Company in terms of the
provisions of the Companies (Management and Administration) Rules, 2014, the SEBI Listing Regulations
or any other Law, if applicable to the Company.
36. DIRECTORS
Subject to the applicable provisions of the Act, the number of Directors of the Company shall not be less than 3
(three) and not more than 15 (fifteen). The Company shall also comply with the provisions of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the provisions of the SEBI Listing Regulations.
The Board shall have an optimum combination of executive and Independent Directors with at least 1 (one)
woman Director, as may be prescribed by Law from time to time.
37. CHAIRMAN OF THE BOARD OF DIRECTORS
(a) The members of the Board shall elect any one of them as the Chairman of the Board. The Chairman
shall preside at all meetings of the Board and the General Meeting of the Company. The Chairman shall
have a casting vote in the event of a tie.
(b) If for any reason the Chairman is not present at the meeting or is unwilling to act as Chairman, the
members of the Board shall appoint any one of the remaining Directors as the Chairman.
38. APPOINTMENT OF ALTERNATE DIRECTORS
Subject to Section 161 of the Act, any Director shall be entitled to nominate an alternate director to act for him
during his absence for a period of not less than 3 (three) months. The Board may appoint such a person as an
Alternate Director to act for a Director (hereinafter called “the Original Director”) (subject to such person being
acceptable to the Chairman) during the Original Director’s absence for a period of not less than three months
from the State in which the meetings of the Board are ordinarily held. An Alternate Director appointed under this
Article shall not hold office for a period longer than that permissible to the Original Director in whose place he
has been appointed and shall vacate office if and when the Original Director returns to the State. If the term of the
office of the Original Director is determined before he so returns to the State, any provisions in the Act or in these
Articles for automatic re-appointment shall apply to the Original Director and not to the Alternate Director.
39. CASUAL VACANCY AND ADDITIONAL DIRECTORS
Subject to the applicable provisions of the Act and these Articles, the Board shall have the power at any time and
from time to time to appoint any qualified Person to be a Director either as an addition to the Board or to fill a
casual vacancy but so that the total number of Directors shall not at any time exceed the maximum number fixed
421under Article 36. Any Person so appointed as an additional director shall hold office only up to the earlier of the
date of the next Annual General Meeting or at the last date on which the Annual General Meeting should have been
held but shall be eligible for appointment by the Company as a Director at that meeting subject to the applicable
provisions of the Act.
40. DEBENTURE DIRECTORS
If it is provided by a trust deed, securing or otherwise, in connection with any issue of Debentures of the Company,
that any Person/lender or Persons/lenders shall have power to nominate a Director of the Company, then in the case
of any and every such issue of Debentures, the Person/lender or Persons/lenders having such power may exercise
such power from time to time and appoint a Director accordingly. Any Director so appointed is herein referred to
a Debenture Director. A Debenture Director may be removed from office at any time by the Person/lender or
Persons/lenders in whom for the time being is vested the power under which he was appointed and another Director
may be appointed in his place. A Debenture Director shall not be bound to hold any qualification shares. The trust
deed may contain ancillary provisions as may be arranged between the Company and the trustees and all such
provisions shall have effect notwithstanding any other provisions contained herein.
41. INDEPENDENT DIRECTORS
The Company shall have such number of Independent Directors on the Board of the Company, as may be required
in terms of the provisions of Section 149 of the Act and the Companies (Appointment and Qualification of
Directors) Rules, 2014 or any other Law, as may be applicable. Further, the appointment of such Independent
Directors shall be in terms of the aforesaid provisions of Law and subject to the requirements prescribed under the
SEBI Listing Regulations.
42. EQUAL POWER TO DIRECTOR
Except as otherwise provided in these Articles and the Act, all the Directors of the Company shall have in all
matters, equal rights and privileges and shall be subject to equal obligations and duties in respect of the affairs of
the Company.
43. NOMINEE DIRECTORS
(a) Whenever the Board enters into a contract with any lenders for borrowing any money or for providing any
guarantee or security or for technical collaboration or assistance or enter into any other arrangement, the
Board shall have, subject to the provisions of Section 152 of the Act the power to agree that such lenders shall
have the right to appoint or nominate by a notice in writing addressed to the Company one or more Directors
on the Board for such period and upon such conditions as may be mentioned in the common loan agreement/
facility agreement. The nominee director representing lenders shall not be required to hold qualification
shares. The Directors may also agree that any such Director, or Directors may be removed from time to time
by the lenders entitled to appoint or nominate them and such lenders may appoint another or other or others
in his or their place and also fill in any vacancy which may occur as a result of any such Director, or Directors
ceasing to hold that office for any reason whatsoever. The nominee director shall hold office only so long as
any monies remain owed by the Company to such lenders.
(b) The nominee director shall be entitled to all the rights and privileges of other Directors including the sitting
fees and expenses as payable to other Directors but, if any other fees, commission, monies or remuneration
in any form are payable to the Directors, the fees, commission, monies and remuneration in relation to such
nominee director shall accrue to the lenders and the same shall accordingly be paid by the Company directly
to the lenders.
(c) Provided that if any such nominee director is an officer of any of the lenders, the sittings fees in relation to
such nominee director shall also accrue to the lenders concerned and the same shall accordingly be paid by
the Company directly to that lenders.
(d) Any expenditure that may be incurred by the lenders or the nominee director in connection with the
appointment or directorship shall be borne by the Company.
(e) The nominee director so appointed shall be a member of the project management sub-committee, audit sub-
committee and other sub-committees of the Board, if so desired by the lenders.
(f) The nominee director shall be entitled to receive all notices, agenda, etc. and to attend all general meetings
and Board meetings and meetings of any committee(s) of the Board of which he is a member and to receive
all notices, agenda and minutes, etc. of the said meeting.
(g) If at any time, the nominee director is not able to attend a meeting of Board or any of its committees, of which
422he is a member, the lenders may depute an observer to attend the meeting. The expenses incurred by the
lenders in this connection shall be borne by the Company.
44. NO QUALIFICATION SHARES FOR DIRECTORS
A Director shall not be required to hold any qualification shares of the Company.
45. REMUNERATION OF DIRECTORS
(a) Subject to the applicable provisions of the Act, the Rules, Law including the provisions of the SEBI Listing
Regulations, a Managing Director or Managing Directors, and any other Director/s who is/are in the whole
time employment of the Company may be paid remuneration either by a way of monthly payment or at a
specified percentage of the net profits of the Company or partly by one way and partly by the other, subject
to the limits prescribed under the Act.
(b) Subject to the applicable provisions of the Act, a Director (other than a Managing Director or an executive
Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or the central
government from time to time for each meeting of the Board or any Committee thereof attended by him.
(c) The remuneration payable to each Director for every meeting of the Board or Committee of the Board attended
by them shall be such sum as may be determined by the Board from time to time within the maximum limits
prescribed from time to time by the Central Government pursuant to the first proviso to Section 197 of the
Act.
(d) All fees/compensation to be paid to non-executive Directors including Independent Directors shall be as fixed
by the Board and shall require the prior approval of the Shareholders in a General meeting. Such approval
shall also specify the limits for the maximum number of stock options that can be granted to a non-executive
Director, in any financial year, and in aggregate. However, such prior approval of the Shareholders shall not
be required in relation to the payment of sitting fees to non-executive Directors if the same is made within the
prescribed limits under the Act for payment of sitting fees with approval of Central Government.
Notwithstanding anything contained in this article, the Independent Directors shall not be eligible to receive
any stock options.
46. SPECIAL REMUNERATION FOR EXTRA SERVICES RENDERED BY A DIRECTOR
If any Director be called upon to perform extra services or special exertions or efforts (which expression shall
include work done by a Director as a member of any Committee formed by the Directors), the Board may arrange
with such Director for such special remuneration for such extra services or special exertions or efforts either by a
fixed sum or otherwise as may be determined by the Board. Such remuneration may either be in addition, to or in
substitution for his remuneration otherwise provided, subject to the applicable provisions of the Act.
47. TRAVEL EXPENSES OF DIRECTORS
The Board may allow and pay to any Director, who is not a bona fide resident of the place where the meetings of
the Board/Committee meetings are ordinarily held; and who shall come to such place for the purpose of attending
any meeting, such sum as the Board may consider fair compensation for travelling, lodging and/ or other expenses,
in addition to his fee for attending such Board / Committee meetings as above specified; and if any Director be
called upon to go or reside out of his ordinary place of his residence on the Company’s business, he shall be entitled
to be repaid and reimbursed travelling and other expenses incurred in connection with the business of the Company
in accordance with the provisions of the Act.
48. CONTINUING DIRECTORS
The continuing Directors may act notwithstanding any vacancy in their body, but if, and so long as their number is
reduced below the minimum number fixed by Article 36 hereof, the continuing Directors not being less than two
may act for the purpose of increasing the number of Directors to that number, or for summoning a General Meeting,
but for no other purpose.
49. VACATION OF OFFICE BY DIRECTOR
(a) Subject to relevant provisions of Sections 164, 167 and 188 of the Act, the office of a Director, shall ipso
facto be vacated if:
(i) he is found to be of unsound mind by a court of competent jurisdiction; or
423(ii) he applies to be adjudicated an insolvent and his application is pending; or
(iii) he is an undischarged insolvent; or
(iv) he is convicted by a court of any offence involving moral turpitude or otherwise and is sentenced in respect
thereof to imprisonment for not less than 6 (six) months and a period of five years has not elapsed from
the date of expiry of the sentence; or
(v) he fails to pay any calls made on him in respect of shares of the Company held by him whether alone or
jointly with others, within 6 (six) months from the date fixed for the payment of such call, unless the
Central Government has by notification in the Official Gazette removed the disqualification incurred by
such failure; or
(vi) he absents himself from all the meetings of the Board of Directors held during a period of twelve months
with or without seeking leave of absence of the Board;
(vii) having been appointed a Director by virtue of his holding any office or other employment in the Company,
he ceases to hold such office or other employment in the Company; or
(viii) he acts in contravention of Section 184 of the Act; or
(ix) he is removed in pursuance of Section 169 of the Act; or
(x) he is disqualified under Section 164(2) of the Act.
Subject to the applicable provisions of the Act, a Director may resign his office at any time by notice in writing
addressed to the Board and such resignation shall become effective upon its acceptance by the Board.
50. RELATED PARTY TRANSACTIONS
(a) Except with the consent of the Board or by a resolution of the shareholders, as may be required in terms of
Section 188 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no
company shall enter into any contract or arrangement with a 'related party' with respect to the following, if the
transaction exceeds the prescribed thresholds:
(i) sale, purchase or supply of any goods or materials;
(ii) selling or otherwise disposing of, or buying, property of any kind;
(iii) leasing of property of any kind;
(iv) availing or rendering of any services;
(v) appointment of any agent for purchase or sale of goods, materials, services or property;
(vi) such related party’s appointment to any office or place of profit in the company, its subsidiary company or
associate company; and
(vii) underwriting the subscription of any securities or derivatives thereof, of the company.
(b) A contract or arrangement with a related party requiring shareholder approval, if it exceeds the prescribed
thresholds, must be approved by a Special Resolution. The related party shall not vote on such a resolution.
(c) Nothing in this Article shall apply to any transactions entered into by the Company in its ordinary course of
business, provided such transactions are conducted on an arm's length basis.
(d) A director or related party shall not be absolved of their fiduciary duty to the company and shall be liable for
any profit or benefit derived from any transaction that is in violation of the Act or the SEBI (LODR) Regulations,
2015.
(e) The terms “office of profit” and “arm’s length basis” shall have the meaning ascribed to them under Section
188 of the Act and the SEBI (LODR) Regulations, 2015.
(f) The term ‘related party’ shall have the same meaning as ascribed to it under the Act and the SEBI (LODR)
Regulations, 2015.
(g) The company shall ensure compliance with the Companies (Meetings of Board and its Powers) Rules, 2014, for
all Board resolutions and proceedings related to the aforesaid contracts and arrangements.
51. DISCLOSURE OF INTEREST
(a) A Director of the Company who is in any way, whether directly or indirectly concerned or interested in a
contract or arrangement, or proposed contract or arrangement entered into or to be entered into by or on behalf
of the Company, shall disclose the nature of his concern or interest at a meeting of the Board in the manner
provided in Section 184 of the Act; Provided that it shall not apply to any contract or arrangement entered into
or to be entered into between two companies or between one or more companies and one or more bodies
424corporate where any of the directors of the one company or body corporate or two or more of them together
holds or hold not more than two per cent. of the paid-up share capital in the other company or the body corporate
A general notice given to the Board by the Director, to the effect that he is a director or member of a specified
body corporate or is a member of a specified firm and is to be regarded as concerned or interested in any contract
or arrangement which may, after the date of the notice, be entered into with that body corporate or firm, shall
be deemed to be a sufficient disclosure of concern or interest in relation to any contract or arrangement so made.
Any such general notice shall expire at the end of the Financial Year in which it is given but may be renewed
for a further period of one Financial Year at a time by a fresh notice given in the last month of the Financial
Year in which it would have otherwise expired. No such general notice, and no renewal thereof shall be of
effect unless, either it is given at a meeting of the Board or the Director concerned takes reasonable steps to
secure that it is brought up and read at the first meeting of the Board after it is given.
(b) No Director shall as a Director, take any part in the discussion of, vote on any contract or arrangement entered
into or to be entered into by or on behalf of the Company, if he is in any way, whether directly or indirectly,
concerned or interested in such contract or arrangements; nor shall his presence count for the purpose of forming
a quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void; provided
however that nothing herein contained shall apply to:-
(i) any contract or indemnity against any loss which the Directors, or any one or more of them, may suffer by
reason of becoming or being sureties or a surety for the Company;
(ii) any contract or arrangement entered into or to be entered into with a public company or a private company
which is subsidiary of a public company in which the interest of the Director consists solely,
1. in his being -
I. a director of such company, and
II. the holder of not more than shares of such
number or value therein as is requisite to qualify him for appointment as a Director thereof, he having been
nominated as such Director by this Company, or
2. in his being a shareholder holding not more than 2 (two) per cent of its Paid-up Share Capital.
(c) Subject to the provisions of Section 188 of the Act and other applicable provisions, if any, of the Act, any
Director of the Company, any partner or relative of such Director, any firm in which such Director or a relative
of such Director is a partner, any private company of which such Director is a director or member, and any
director or manager of such private company, may hold any office or place of profit in the Company.
(d) The Company shall keep a Register in accordance with Section 189 of the Act and shall within the time specified
therein enter therein such of the particulars as may be. The Register aforesaid shall also specify, in relation to
each Director of the Company, the names of the bodies corporate and firms of which notice has been given by
him under Article 53(a). The Register shall be kept at the Office of the Company and shall be open to inspection
at such Office, and extracts may be taken therefrom and copies thereof may be required by any Shareholder of
the Company to the same extent, in the same manner, and on payment of the same fee as in the case of the
Register of Members of the Company and the provisions of Section 94 of the Act shall apply accordingly.
(e) A Director may be or become a Director of any Company promoted by the Company, or on which it may be
interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any benefits
received as director or shareholder of such Company except in so far as Section 188 or Section 197 of the Act
as may be applicable.
52. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR
At the Annual General Meeting of the Company to be held in every year, one third of such of the Directors as are
liable to retire by rotation for time being, or, if their number is not three or a multiple of three then the number
nearest to one third shall retire from office, and they will be eligible for re-election. Provided nevertheless that
Directors appointed as Independent Director(s) under Articles hereto shall not retire by rotation under this Article
nor shall they be included in calculating the total number of Directors of whom one third shall retire from office
under this Article.
53. PROCEDURE, IF PLACE OF RETIRING DIRECTORS IS NOT FILLED UP
(a) If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the
vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if
that day is a national holiday, till the next succeeding day which is not a national holiday, at the same time and
place.
(b) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not
expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been reappointed at the
adjourned meeting, unless:-
425(i) at that meeting or at the previous meeting a resolution for the reappointment of such Director has been put
to the meeting and lost;
(ii) retiring Director has, by a notice in writing addressed to the Company or its Board , expressed his
unwillingness to be so reappointed;
(iii) he is not qualified or is disqualified for appointment; or
(iv) a resolution whether special or ordinary is required for the appointment or reappointment by virtue of any
applicable provisions of the Act.
54. COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS.
Subject to Article 36 and Sections 149, 152 and 164 of the Act, the Company may, by Ordinary Resolution, from
time to time, increase or reduce the number of Directors, and may alter their qualifications and the Company may,
(subject to the provisions of Section 169 of the Act), remove any Director before the expiration of his period of
office and appoint another qualified in his stead. The person so appointed shall hold office during such time as the
Director in whose place he is appointed would have held the same if he had not been removed.
55. REGISTER OF DIRECTORS ETC.
(a) The Company shall keep at its Office, a Register containing the particulars of its Directors, Managing
Directors, Manager, Secretaries and other Persons mentioned in Section 170 of the Act and shall otherwise
comply with the provisions of the said Section in all respects.
(b) The Company shall in respect of each of its Directors also keep at its Office a Register, as required by Section
170 of the Act, and shall otherwise duly comply with the provisions of the said Section in all respects.
56. DISCLOSURE BY DIRECTOR OF APPOINTMENT TO ANY OTHER BODY CORPORATE.
Every Director shall in accordance with the provisions of Companies (Meeting of Board and its Powers) Rules,
2014 shall disclose his concern or interest in any company or companies or bodies corporate (including
shareholding interest), firms or other association of individuals by giving a notice in accordance with such rules.
57. MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE DIRECTOR(S)/
MANAGER
Subject to the provisions of Section 196, 197 and 203 of the Act and of these Articles, the Board shall have the
power to appoint from time to time any full time employee of the Company as Managing Director/ whole time
director or executive director or manager of the Company. The Managing Director(s) or the whole time director(s)
manager or executive director(s), as the case may be, so appointed, shall be responsible for and in charge of the day
to day management and affairs of the Company and subject to the applicable provisions of the Act and these
Articles, the Board shall vest in such Managing Director/s or the whole time director(s) or manager or executive
director(s), as the case may be, all the powers vested in the Board generally. The remuneration of a Managing
Director/ whole time director or executive director or manager may be by way of monthly payment, fee for each
meeting or participation in profits, or by any or all those modes or any other mode not expressly prohibited by the
Act. Board, subject to the consent of the shareholders of the Company shall have the power to appoint Chairman
of the Board as the Managing Director / whole time director or executive director of the Company.
58. PROVISIONS TO WHICH MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) /
EXECUTIVE DIRECTOR(S)/ MANAGER ARE SUBJECT
Notwithstanding anything contained herein, a Managing Director(s) / whole time director(s) / executive director(s)
/ manager shall subject to the provisions of any contract between him and the Company be subject to the same
provisions as to resignation and removal as the other Directors of the Company, and if he ceases to hold the office
of a Director he shall ipso facto and immediately cease to be a Managing Director(s) / whole time director(s) /
executive director(s) / manager, and if he ceases to hold the office of a Managing Director(s) / whole time director(s)
/ executive director(s)/ manager he shall ipso facto and immediately cease to be a Director.
59. REMUNERATION OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) / EXECUTIVE
DIRECTOR(S)/ MANAGER
The remuneration of the Managing Director(s) / whole time director(s) / executive director(s) / manager shall
(subject to Sections 196, 197 and 203 and other applicable provisions of the Act and of these Articles and of any
426contract between him and the Company) be fixed by the Directors, from time to time and may be by way of fixed
salary and/or perquisites or commission or profits of the Company or by participation in such profits, or by any or
all these modes or any other mode not expressly prohibited by the Act.
60. POWER AND DUTIES OF MANAGING DIRECTOR(S)/ WHOLE TIME DIRECTOR(S) /
EXECUTIVE DIRECTOR(S)/ MANAGER
Subject to the superintendence, control and direction of the Board, the day- to-day management of the Company
shall be in the hands of the Managing Director(s)/ whole time director(s) / executive director(s)/ manager s in the
manner as deemed fit by the Board and subject to the applicable provisions of the Act, and these Articles, the Board
may by resolution vest any such Managing Director(s)/ whole time director(s) / executive director(s)/ manager with
such of the powers hereby vested in the Board generally as it thinks fit and such powers may be made exercisable
for such period or periods and upon such conditions and subject to the applicable provisions of the Act, and these
Articles confer such power either collaterally with or to the exclusion of or in substitution for all or any of the
Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.
61. POWER TO BE EXERCISED BY THE BOARD ONLY BY MEETING
The Board shall exercise the following powers on behalf of the Company and the said powers shall be exercised
only by resolutions passed at the meeting of the Board: -
(a) to make calls on Shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of securities under Section 68 of the Act;
(c) to issue securities, including debentures, whether in or outside India;
(d) to borrow money(ies);
(e) to invest the funds of the Company;
(f) to grant loans or give guarantee or provide security in respect of loans;
(g) to approve financial statements and the Board’s report;
(h) to diversify the business of the Company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) any other matter which may be prescribed under the Act, Companies (Meetings of Board and its Powers)
Rules, 2014 and the SEBI Listing Regulations.
The Board may, by a resolution passed at a meeting, delegate to any Committee of Directors, the Managing
Director, or to any person permitted by Law the powers specified in sub clauses (d) to (f) above.
The aforesaid powers shall be exercised in accordance with the provisions of the Companies (Meetings of Board
and its Powers) Rules, 2014 and shall be subject to the provisions of section 180 of the Act.
In terms of Section 180 of the Act, the Board may exercise the following powers subject to receipt of consent by
the Company by way of a Special Resolution:
(a) to sell, lease or otherwise dispose of the whole or substantial part of the undertaking of the Company or where
the company owns more than one undertaking, of the whole or substantially the whole of any of such
undertakings;
(b) to borrow money, where the money to be borrowed, together with the money already borrowed by the
company will exceed aggregate of its paid-up share capital, free reserves and securities premium, apart from
temporary loans obtained from the company’s bankers in the ordinary course of business; and
(c) any such other matter as may be prescribed under the Act, the SEBI Listing Regulations and other applicable
provisions of Law.
62. PROCEEDINGS OF THE BOARD OF DIRECTORS
(a) Board Meetings shall be held at least once in every 3 (three) month period and there shall be at least 4 (four)
Board Meetings in any calendar year and there should not be a gap of more than 120 (one hundred twenty)
days between two consecutive Board Meetings. Meetings shall be held at the Registered Office, or such a
place as may be decided by the Board.
(b) The participation of Directors in a meeting of the Board may be either in person or through video conferencing
or other audio visual means, as may be prescribed, which are capable of recording and recognising the
participation of the Directors and of recording and storing the proceedings of such meetings along with date
and time. Any meeting of the Board held through video conferencing or other audio visual means shall only
be held in accordance with the Companies (Meetings of Board and its Powers) Rules, 2014.
(c) The Company Secretary or any other Director shall, as and when directed by the Chairman or a Director
convene a meeting of the Board by giving a notice in writing to every Director in accordance with the
427provisions of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014.
(d) The Board may meet either at the Office of the Company, or at any other location in India or outside India as
the Chairman or Director may determine.
(e) At least 7 (seven) days’ notice of every meeting of the Board shall be given in writing to every Director for
the time being at his address registered with the Company and such notice shall be sent by hand delivery or
by post or by electronic means. A meeting of the Board may be convened in accordance with these Articles
by a shorter notice in case of any emergency as directed by the Chairman or the Managing Director or the
Executive Director, as the case may be, subject to the presence of 1 (one) Independent Director in the said
meeting. If an Independent Director is not present in the said meeting, then decisions taken at the said meeting
shall be circulated to all the Directors and shall be final only upon ratification by one independent Director.
Such notice or shorter notice may be sent by post or by fax or e-mail depending upon the circumstances.
(f) At any Board Meeting, each Director may exercise 1 (one) vote. The adoption of any resolution of the Board
shall require the affirmative vote of a majority of the Directors present at a duly constituted Board Meeting.
63. QUORUM FOR BOARD MEETING
(a) Quorum for Board Meetings
Subject to the provisions of Section 174 of the Act, the quorum for each Board Meeting shall be one-third of its
total strength or two directors, whichever is higher, and the presence of Directors by video conferencing or by other
audio visual means shall also be counted for the purposes of calculating quorum.
If any duly convened Board Meeting cannot be held for want of a quorum, then such a meeting shall automatically
stand adjourned for 7 (seven) days after the original meeting at the same time and place, or if that day is a national
holiday, on the succeeding day which is not a public holiday to the same time and place. Provided however, the
adjourned meeting may be held on such other date and such other place as may be unanimously agreed to by all the
Directors in accordance with the provisions of the Act.
(b) If in the event of a quorum once again not being available at such an adjourned meeting, the Directors present
shall constitute the quorum and may transact business for which the meeting has been called.
64. QUESTIONS AT THE BOARD MEETINGS HOW DECIDED
(a) Questions arising at any meeting of the Board, other than as specified in these Articles and the Act, if any,
shall be decided by a majority vote. In the case of an equality of votes, the Chairman shall have a second or
casting vote.
(b) No regulation made by the Company in General Meeting, shall invalidate any prior act of the Board, which
would have been valid if that regulation had not been made.
65. ELECTION OF CHAIRMAN OF BOARD
a) The Board may elect a chairman of its meeting and determine the period for which he is to hold office.
b) If no such chairman is elected, or at any meeting the chairman is not present within five minutes after the time
appointed for holding the meeting the Directors present may choose one among themselves to be the chairman
of the meeting.
66. POWERS OF THE BOARD
Subject to the applicable provisions of the Act, these Articles and other applicable provisions of Law: -
a) The Board shall be entitled to exercise all such power and to do all such acts and things as the Company is
authorised to exercise and do under the applicable provisions of the Act or by the memorandum and articles
of association of the Company.
b) The Board is vested with the entire management and control of the Company, including as regards any and
all decisions and resolutions to be passed, for and on behalf of the Company.
c) Provided that the Board shall not, except with the consent of the Company by a Special Resolution:-
(i) Sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the
Company, or where the Company owns more than one undertaking, of the whole, or substantially the
whole, of any such undertaking. The term ‘undertaking’ and the expression ‘substantially the whole of
the undertaking’ shall have the meaning ascribed to them under the provisions of Section 180 of the Act;
(ii) Remit, or give time for repayment of, any debt due by a Director;
(iii) Invest otherwise than in trust securities the amount of compensation received by the Company as a result
of any merger or amalgamation; and
(iv) Borrow money(ies) where the money(ies) to be borrowed together with the money(ies) already borrowed
by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of businesses), will exceed the aggregate of the paid-up capital of the Company and its free
428reserves.
67. COMMITTEES AND DELEGATION BY THE BOARD
(a) The Company shall constitute such Committees as may be required under the Act, applicable provisions of
Law and the SEBI Listing Regulations. Without prejudice to the powers conferred by the other Articles and
so as not to in any way to limit or restrict those powers, the Board may, subject to the provisions of Section
179 of the Act, delegate any of its powers to the Managing Director(s), the executive director(s) or manager
or the chief executive officer of the Company. The Managing Director(s), the executive director(s) or the
manager or the chief executive officer(s) as aforesaid shall, in the exercise of the powers so delegated,
conform to any regulations that may from time to time be imposed on them by the Board and all acts done by
them in exercise of the powers so delegated and in conformity with such regulations shall have the like force
and effect as if done by the Board.
(b) Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the Board may
delegate any of its powers to Committees of the Board consisting of such member or members of the Board
as it thinks fit, and it may from time to time revoke and discharge any such committee of the Board either
wholly or in part and either as to persons or purposes. Every Committee of the Board so formed shall, in the
exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it
by the Board. All acts done by any such Committee of the Board in conformity with such regulations and in
fulfillment of the purposes of their appointment but not otherwise, shall have the like force and effect as if
done by the Board.
(c) The meetings and proceedings of any such Committee of the Board consisting of two or more members shall
be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors,
so far as the same are applicable thereto and are not superseded by any regulation made by the Directors under
the last preceding Article.
(d) The Board of the Company shall in accordance with the provisions of the Companies (Meetings of the Board
and its Powers) Rules, 2014 or any other Law and the provisions of the SEBI Listing Regulations, form such
committees as may be required under such rules in the manner specified therein, if the same are applicable to
the Company.
68. ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING INFORMAL
APPOINTMENT
All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person acting as a
Director shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment
of such Director or persons acting as aforesaid, or that they or any of them were disqualified or had vacated office
or that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or in
these Articles, be as valid as if every such person had been duly appointed, and was qualified to be a Director .
Provided that nothing in this Article shall be deemed to give validity to the acts undertaken by a Director after his
appointment has been shown to the Company to be invalid or to have been terminated.
69. PASSING OF RESOLUTION BY CIRCULATION
Subject to section 175 of the Act, no resolution shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation, unless the resolution has been circulated in draft form, together with the
necessary papers, if any, to all the Directors, or members of the Committee, as the case may be, at their addresses
registered with the Company in India by hand delivery or by post or by courier, or through such electronic means
as may be provided under the Companies (Meetings of Board and its Powers) Rules, 2014 and has been approved
by majority of Directors or members of the Committee, who are entitled to vote on the resolution. However, in case
one-third of the total number of Directors for the time being require that any resolution under circulation must be
decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.
A resolution mentioned above shall be noted at a subsequent meeting of the Board or the Committee thereof, as the
case may be, and made part of the minutes of such meeting.
70. MINUTES OF THE PROCEEDINGS OF THE MEETING OF THE BOARD
(a) The Company shall prepare minutes of each Board Meeting and the entries thereof in books kept for that
purpose with their pages consecutively numbered. Such minutes shall contain a fair and correct summary
of the proceedings conducted at the Board Meeting.
(b) The Company shall circulate the minutes of the meeting to each Director within 7 (seven) Business Days
429after the Board Meeting.
(c) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of
each meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman
of the next succeeding meeting.
(d) In no case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by pasting
or otherwise.
(e) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat and shall
also contain: -
(i) all appointments of Officers;
(ii) the names of the Directors present at each meeting of the Board;
(iii) all resolutions and proceedings of the meetings of the Board;
(iv) the names of the Directors, if any, dissenting from, or not concurring in, any resolution passed by the
Board.
(f) Nothing contained in sub Articles (a) to (e) above shall be deemed to require the inclusion in any such
minutes of any matter which in the opinion of the Chairman of the meeting: -
(i) is or could reasonably be regarded as defamatory of any person;
(ii) is irrelevant or immaterial to the proceedings; or
(iii) is detrimental to the interests of the Company.
(g) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in
the minutes on the ground specified in sub Article (f) above.
(h) Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the proceedings
recorded therein.
(i) The minutes kept and recorded under this Article shall also comply with the provisions of Secretarial
Standard 1 issued by the Institute of Company Secretaries of India constituted under the Company
Secretaries Act, 1980 and approved as such by the Central Government and applicable provisions of the
Act and Law.
71. REGISTER OF CHARGES
The Directors shall cause a proper register to be kept, in accordance with the applicable provisions of the Act, of
all mortgages and charges specifically affecting the property of the Company and shall duly comply with the
requirements of the applicable provisions of the Act in regard to the registration of mortgages and charges therein
specified.
72. CHARGE OF UNCALLED CAPITAL
Where any uncalled capital of the Company is charged as security or other security is created on such uncalled
capital, the Directors may authorize, subject to the applicable provisions of the Act and these Articles, making calls
on the Shareholders in respect of such uncalled capital in trust for the person in whose favour such charge is
executed.
73. SUBSEQUENT ASSIGNS OF UNCALLED CAPITAL
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take
the same subject to such prior charges and shall not be entitled to obtain priority over such prior charge.
74. CHARGE IN FAVOUR OF DIRECTOR FOR INDEMNITY
If the Director or any person, shall become personally liable for the payment of any sum primarily due from the
Company, the Board may execute or cause to be executed, any mortgage, charge or security over or affecting the
whole or part of the assets of the Company by way of indemnity to secure the Directors or other persons so
becoming liable as aforesaid from any loss in respect of such liability.
75. OFFICERS
(a) The Company shall have its own professional management and such officers shall be appointed from time to
time as designated by its Board. The officers of the Company shall serve at the discretion of the Board.
(b) The officers of the Company shall be responsible for the implementation of the decisions of the Board, subject
to the authority and directions of the Board and shall conduct the day to day business of the Company.
(c) The officers of the Company shall be the Persons in charge of and responsible to the Company for the conduct
430of the business of the Company and shall be concerned and responsible to ensure full and due compliance
with all statutory laws, rules and regulations as are required to be complied with by the Company and/or by
the Board of the Company.
(d) Qualified experienced managerial and marketing executives and other officers shall be appointed for the
operation and conduct of the business of the Company.
(e) The Board shall appoint with the approval of the Chairman, the President and/or Chief Executive Officer
and/or Chief Operating Officer of the Company, as well as persons who will be appointed to the posts of
senior executive management.
76. THE SECRETARY
(a) Subject to the provisions of Section 203 of the Act, the Board may, from time to time, appoint any individual
as Secretary of the Company to perform such functions, which by the Act or these Articles for the time being
of the Company are to be performed by the Secretary and to execute any other duties which may from time
to time be assigned to him by the Board. The Board may confer upon the Secretary so appointed any powers
and duties as are not by the Act or by these Articles required to be exercised by the Board and may from time
to time revoke, withdraw, alter or vary all or any of them. The Board may also at any time appoint some
individual (who need not be the Secretary), to maintain the Registers required to be kept by the Company.
(b) The Secretary shall be an individual responsible to ensure that there shall be no default, non-compliance,
failure, refusal or contravention of any of the applicable provisions of the Act, or any rules, regulations or
directions which the Company is required to conform to or which the Board of the Company are required to
conform to and shall be designated as such and be the officer in default.
77. DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE
Subject to the provisions of the Act and Law, the Company shall procure, at its own cost, comprehensive directors
and officers liability insurance for each Director which shall not form a part of the remuneration payable to the
Directors in the circumstances described under Section 197 of the Act: -
(a) on terms approved by the Board;
(b) which includes each Director as a policyholder;
(c) is from an internationally recognised insurer approved by the Board; and
(d) for a coverage for claims of an amount as may be decided by the Board, from time to time.
78. SEAL
(a) The Board shall provide a Common Seal for the purposes of the Company, and 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 for the time being, and the Seal shall never be used except by the authority of the Board
or a Committee of the Board, previously given.
(b) 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 authorised by it in that behalf, and except in the presence of at least two
(2) directors and of the secretary or such other person as the Board may appoint for the purpose; and those
two (2) 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.
79. ACCOUNTS
(a) The Company shall prepare and keep at the Office books of accounts or other relevant books and papers and
financial statements for every financial year which give a true and fair view of the state of affairs of the
Company, including its branch office or offices, if any, and explain the transactions effected both at the Office
and its branches and such books shall be kept on accrual basis and according to the double entry system of
accounting.
(b) Where the Board decides to keep all or any of the books of account at any place other than the Office, the
Company shall, within 7 (seven) days of the decision, file with the Registrar, a notice in writing giving the
full address of that other place. The Company may also keep such books of accounts or other relevant papers
in electronic mode in accordance with the provisions of the Act.
(c) The Company shall preserve in good order the books of account relating to a period of not less than eight
years preceding the current year.
(d) When the Company has a branch office, whether in or outside India, the Company shall be deemed to have
complied with this Article if proper books of account relating to the transactions effected at the branch office
431are kept at the branch office and proper summarized returns made up to dates at intervals of not more than
three months, are sent by the branch office to the Company at its office or at the other place in India, at which
the Company’s books of account are kept as aforesaid.
(e) No Shareholder (not being a Director) shall have any right of inspecting any account or books or documents
of the Company except specified under the Act and Law.
(i) In accordance with the provisions of the Act, along with the financial statements laid before the
Shareholders, there shall be laid a ‘Board’s report’ which shall include:
(ii) the web address, where annual return referred to in sub-section (3) of section 92 has been placed;
(iii) number of meetings of the Board;
(iv) Directors’ responsibility statement as per the provisions of Section 134 (5) of the Act;
(v) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those
which are reportable to the Central Government
(vi) a statement on declaration given by Independent Directors under sub-section (6) of Section 149 of the Act;
(vii) in the event applicable, as specified under sub-section (1) of Section 178 of the Act, Company’s policy on
directors’ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of
the Act;
(viii) explanations or comments by the Board on every qualification, reservation or adverse remark or
disclaimer made-
1. by the auditor in his report; and
2. by the company secretary in practice in his secretarial audit report;
(ix) particulars of loans, guarantees or investments under Section 186 of the Act;
(x) particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188
in the prescribed form;
(xi) the state of the company’s affairs; the amounts, if any, which it proposes to carry to any reserves;
(xii) the amount, if any, which it recommends should be paid by way of Dividends;
(xiii) material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and
the date of the report;
(xiv) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such
manner as may be prescribed;
(xv) a statement indicating development and implementation of a risk management policy for the company
including identification therein of elements of risk, if any, which in the opinion of the Board may threaten
the existence of the company;
(xvi) the details about the policy developed and implemented by the company on corporate social
responsibility initiatives taken during the year;
(xvii) a statement indicating the manner in which formal annual evaluation has been made by the Board of
its own performance and that of its committees and individual directors; and
(xviii) such other matters as may be prescribed under the Law, from time to time.
(f) All the aforesaid books shall give a fair and true view of the affairs of the Company or its branch
office, as the case may be, with respect to the matters herein and explain its transactions.
80. AUDIT AND AUDITORS
(a) Auditors shall be appointed and their rights and duties shall be regulated in accordance with Sections 139 to
147 of the Act and as specified under Law.
(b) Every account of the Company when audited shall be approved by a General Meeting and shall be conclusive
except as regards any error discovered therein within three months next after the approval thereof. Whenever
any such error is discovered within that period the account shall forthwith be corrected, and henceforth shall be
conclusive.
(c) Every balance sheet and profit and loss account shall be audited by one or more Auditors to be appointed as
hereinafter set out.
(d) The Company at the Annual General Meeting in each year shall appoint an Auditor or Auditors to hold office
from the conclusion of that meeting until conclusion of the next Annual General Meeting and every Auditor so
appointed shall be intimated of his appointment within 7 (seven) days.
(e) Where at an Annual General Meeting, no Auditors are appointed, the Central Government may appoint a person
to fill the vacancy and fix the remuneration to be paid to him by the Company for his services.
(f) The Company shall within 7 (seven) days of the Central Government’s power under sub clause (b) becoming
exercisable, give notice of that fact to the Government.
(g) The Directors may fill any casual vacancy in the office of an Auditor but while any such vacancy continues,
432the remaining auditors (if any) may act. Where such a vacancy is caused by the resignation of an Auditor, the
vacancy shall only be filled by the Company in General Meeting.
(h) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual General Meeting
unless special notice of a resolution of appointment of that person to the office of Auditor has been given by a
Shareholder to the Company not less than 14 (fourteen) days before the meeting in accordance with Section
115 of the Act, and the Company shall send a copy of any such notice to the retiring Auditor and shall give
notice thereof to the Shareholders in accordance with provisions of Section 115 of the Act and all the other
provision of Section 140 of the Act shall apply in the matter. The provisions of this sub-clause shall also apply
to a resolution that a retiring auditor shall not be re-appointed.
(i) The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the Act.
(j) None of the persons mentioned in Section 141 of the Act as are not qualified for appointment as auditors shall
be appointed as Auditors of the Company.
81. AUDIT OF BRANCH OFFICES
The Company shall comply with the applicable provisions of the Act and the Companies (Audit and Auditor) Rules,
2014 in relation to the audit of the accounts of branch offices of the Company.
82. REMUNERATION OF AUDITORS
The remuneration of the Auditors shall be fixed by the Company as authorized in General Meeting from time to
time in accordance with the provisions of the Act and the Companies (Audit and Auditor) Rules, 2014.
83. DOCUMENTS AND NOTICES
(a) A document or notice may be given or served by the Company to or on any Shareholder whether having his
registered address within or outside India either personally or by electronic mode or by sending it by post to
him to his registered address.
(b) Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected
by properly addressing, prepaying and posting a letter containing the document or notice, provided that where
a Shareholder has intimated to the Company in advance that documents or notices should be sent to him under
a certificate of posting or by registered post with or without acknowledgement due or by cable or telegram and
has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document
or notice shall be deemed to be effected unless it is sent in the manner intimated by the Shareholder. Such
service shall be deemed to have effected in the case of a notice of a meeting, at the expiration of forty eight
hours after the letter containing the document or notice is posted or after a telegram has been dispatched and in
any case, at the time at which the letter would be delivered in the ordinary course of post or the cable or telegram
would be transmitted in the ordinary course.
(c) A document or notice may be given or served by the Company to or on the joint-holders of a Share by giving
or serving the document or notice to or on the joint-holder named first in the Register of shareholders in respect
of the Share.
(d) Every person, who by operation of Law, transfer or other means whatsoever, shall become entitled to any Share,
shall be bound by every document or notice in respect of such Share, which previous to his name and address
being entered on the register of Shareholders, shall have been duly served on or given to the Person from whom
he derives his title to such Share.
(e) Any document or notice to be given or served by the Company may be signed by a Director or the Secretary or
some Person duly authorised by the Board for such purpose and the signature thereto may be written, printed,
photostat or lithographed.
(f) 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
(g) All documents or notices to be given or served by Shareholders on or to the Company or to any officer thereof
shall be served or given by sending the same to the Company or officer at the Office by post under a certificate
of posting or by registered post or by leaving it at the Office.
(h) Where a Document is sent by electronic mail, service thereof shall be deemed to be effected properly, where a
shareholder has registered his electronic mail address with the Company and has intimated the Company that
documents should be sent to his registered email address, without acknowledgement due. Provided that the
Company, shall provide each shareholder an opportunity to register his email address and change therein from
time to time with the Company or the concerned depository. The Company shall fulfill all conditions required
by Law, in this regard.
43384. SHAREHOLDERS TO NOTIFY ADDRESS IN INDIA
Each registered Shareholder from time to time notify in writing to the Company such place in India to be registered
as his address and such registered place of address shall for all purposes be deemed to be his place of residence.
85. SERVICE ON SHAREHOLDERS HAVING NO REGISTERED ADDRESS
If a Shareholder does not have registered address in India, and has not supplied to the Company any address within
India, for the giving of the notices to him, a document advertised in a newspaper circulating in the neighbourhood
of Office of the Company shall be deemed to be duly served to him on the day on which the advertisement appears.
86. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF
SHAREHOLDERS
A document may be served by the Company on the persons entitled to a share in consequence of the death or
insolvency of a Shareholders by sending it through the post in a prepaid letter addressed to them by name or by the
title or representatives of the deceased, assignees of the insolvent by any like description at the address (if any) in
India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so
supplied) by serving the document in any manner in which the same might have been served as if the death or
insolvency had not occurred.
87. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS
Subject to the applicable provisions of the Act and these Articles, notice of General Meeting shall be given:
(i) To the Shareholders of the Company as provided by these Articles.
(ii) To the persons entitled to a share in consequence of the death or insolvency of a Shareholder.
(iii) To the Auditors for the time being of the Company; in the manner authorized by as in the case of any
Shareholder of the Company.
88. NOTICE BY ADVERTISEMENT
Subject to the applicable provisions of the Act, any document required to be served or sent by the Company on a
shareholder shall be served in accordance with Section 20 of the Companies Act, 2013, and the rules framed
thereunder.
Where a shareholder does not have a registered address in India and has not supplied any other address in India for
receiving notices, a document or notice may be served by advertising it in a newspaper circulating in the district in
which the Company's registered office is situated.
89. DIVIDEND POLICY
(a) The profits of the Company, subject to rights relating thereto being created or authorised to be created by the
Memorandum or these Articles and subject to the provisions of these Articles shall be divisible among the
Shareholders in proportion to the amount of Capital Paid-up or credited as Paid-up and to the period during the
year for which the Capital is Paid-up on the shares held by them respectively. Provided always that, (subject as
aforesaid), any Capital Paid-up on a Share during the period in respect of which a Dividend is declared, shall
unless the Directors otherwise determine, only entitle the holder of such Share to an apportioned amount of
such Dividend as from the date of payment.
(b) Subject to the provisions of Section 123 of the Act the Company in General Meeting may declare Dividends,
to be paid to Shareholders according to their respective rights and interests in the profits. No Dividends shall
exceed the amount recommended by the Board, but the Company in General Meeting may, declare a smaller
Dividend, and may fix the time for payments not exceeding 30 (thirty) days from the declaration thereof.
(c) (i) No Dividend shall be declared or paid otherwise than out of profits of the Financial Year arrived at after
providing for depreciation in accordance with the provisions of Section 123 of the Act or out of the profits of
the Company for any previous Financial Year or years arrived at after providing for depreciation in accordance
with those provisions and remaining undistributed or out of both provided that: -
1. if the Company has not provided for depreciation for any previous Financial Year or years it shall, before
declaring or paying a Dividend for any Financial Year provide for such depreciation out of the profits of that
Financial Year or out of the profits of any other previous Financial Year or years, and
4342. if the Company has incurred any loss in any previous Financial Year or years the amount of the loss or an
amount which is equal to the amount provided for depreciation for that year or those years whichever is less,
shall be set off against the profits of the Company for the year for which the Dividend is proposed to be
declared or paid or against the profits of the Company for any previous Financial Year or years arrived at in
both cases after providing for depreciation in accordance with the provisions of Section 123 of the Act or
against both.
(ii) The declaration of the Board as to the amount of the net profits shall be conclusive.
(d) The Board may, from time to time, pay to the Shareholders such interim Dividend as in their judgment the
position of the Company justifies, in accordance with the Act.
(e) Where Capital is paid in advance of calls upon the footing that the same shall carry interest, such Capital
shall not whilst carrying interest, confer a right to participate in profits or Dividend.
(i) Subject to the rights of Persons, if any, entitled to shares with special rights as to Dividend, all Dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof
Dividend is paid.
(ii) No amount paid or credited as paid on shares in advance of calls shall be treated for the purpose of this
regulation as paid on shares.
(iii) 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 shares
are issued on terms providing that it shall rank for Dividend as from a particular date such shares shall rank
for Dividend accordingly.
(f) Subject to the applicable provisions of the Act and these Articles, the Board may retain the Dividends payable
upon shares in respect of any Person, until such Person shall have become a Shareholder, in respect of such
shares or until such shares shall have been duly transferred to him.
(g) Any one of several Persons who are registered as the joint-holders of any Share may give effectual receipts
for all Dividends or bonus and payments on account of Dividends or bonus or sale proceeds of fractional
certificates or other money(ies) payable in respect of such shares.
(h) Subject to the applicable provisions of the Act, no Shareholder shall be entitled to receive payment of any
interest or Dividends in respect of his Share(s), whilst any money may be due or owing from him to the
Company in respect of such Share(s); either alone or jointly with any other Person or Persons; and the Board
may deduct from the interest or Dividend payable to any such Shareholder all sums of money so due from
him to the Company.
(i) Subject to Section 126 of the Act, a transfer of shares shall not pass the right to any Dividend declared thereon
before the registration of the transfer.
(j) Unless otherwise directed any Dividend may be paid by cheque or warrant or by a pay slip or receipt (having
the force of a cheque or warrant) and sent by post or courier or by any other legally permissible means to the
registered address of the Shareholder or Person entitled or in case of joint-holders to that one of them first
named in the Register of Members in respect of the joint-holding. Every such cheque or warrant shall be made
payable to the order of the Person to whom it is sent and in case of joint-holders to that one of them first
named in the Register of Members in respect of the joint-holding. The Company shall not be liable or
responsible for any cheque or warrant or pay slip or receipt lost in transmission, or for any Dividend lost to a
Shareholder or Person entitled thereto, by a forged endorsement of any cheque or warrant or a forged signature
on any pay slip or receipt of a fraudulent recovery of Dividend. If 2 (two) or more Persons are registered as
joint-holders of any Share(s) any one of them can give effectual receipts for any money(ies) payable in respect
thereof. Several Executors or Administrators of a deceased Shareholder in whose sole name any Share stands
shall for the purposes of this Article be deemed to be joint-holders thereof.
(k) No unpaid Dividend shall bear interest as against the Company.
(l) Any General Meeting declaring a Dividend may on the recommendation of the Board, make a call on the
Shareholders of such amount as the Meeting fixes, but so that the call on each Shareholder shall not exceed
the Dividend payable to him, and so that the call will be made payable at the same time as the Dividend; and
the Dividend may, if so arranged as between the Company and the Shareholders, be set-off against such calls.
Notwithstanding anything contained in this Article, the dividend policy of the Company shall be governed by
the applicable provisions of the Act and Law.
(m) The Company may pay dividends on shares in proportion to the amount paid-up on each Share in accordance
with Section 51 of the Act.
90. UNPAID OR UNCLAIMED DIVIDEND
(a) If the Company has declared a Dividend but which has not been paid or the Dividend warrant in respect thereof
has not been posted or sent within 30 (thirty) days from the date of declaration, transfer the total amount of
dividend, which remained unpaid or unclaimed within 7 (seven) days from the date of expiry of the said period
435of 30 (thirty) days to a special account to be opened by the Company in that behalf in any scheduled bank or
private sector bank.
(b) Any money so transferred to the unpaid Dividend account of the Company which remains unpaid or unclaimed
for a period of 7 (seven) years from the date of such transfer, shall be transferred by the Company to the Fund
established under sub-section (1) of Section 125 of the Act, viz. “Investors Education and Protection Fund”.
(c) No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by Law.
91. CAPITALIZATION OF PROFITS
The Company in General Meeting may, upon the recommendation of the Board, resolve:
(a) that it is desirable 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 Company’s profit and loss account or otherwise, as available
for distribution, and
(b) that such sum be accordingly set free from distribution in the manner specified herein below in sub-article (iii)
as amongst the Shareholders who would have been entitled thereto, if distributed by way of Dividends and in
the same proportions.
(c) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by such Shareholders respectively;
paying up in full, un-issued shares of the Company to be allotted, distributed and credited as fully Paid up,
to and amongst such Shareholders in the proportions aforesaid; or
partly in the way specified in sub-article (i) and partly in the way specified in sub-article (ii).
(ii) A share premium account may be applied as per Section 52 of the Act, and a capital redemption reserve
account may, duly be applied in paying up of unissued shares to be issued to Shareholders of the Company
as fully paid bonus shares.
92. RESOLUTION FOR CAPITALISATION OF RESERVES AND ISSUE OF FRACTIONAL
CERTIFICATE
(a) The Board shall give effect to a Resolution passed by the Company in pursuance of this regulation.
Whenever such a Resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriation and applications of undivided profits (resolved to be capitalized thereby), and all
allotments and issues of fully paid shares or Securities, if any; and
(ii) generally do all acts and things required to give effect thereto.
(b) The Board shall have full power:
(i) to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as it thinks
fit, in the case of shares or debentures becoming distributable in fraction; and
(ii) to authorize any person, on behalf of all the Shareholders entitled thereto, to enter into an agreement with the
Company providing for the allotment to such Shareholders, credited as fully paid up, of any further shares or
debentures to which they may be entitled upon such capitalization or (as the case may require) for the payment
of by the Company on their behalf, by the application thereto of their respective proportions of the profits
resolved to be capitalised of the amounts or any parts of the amounts remaining unpaid on the shares.
(c) Any agreement made under such authority shall be effective and binding on all such shareholders.
93. DISTRIBUTION OF ASSETS IN SPECIE OR KIND UPON WINDING UP
(a) 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 shareholders, 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.
(b) 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 shareholders or different
classes of shareholders.
94. DIRECTOR’S AND OTHER’S RIGHTS TO INDEMNITY
Subject to the provisions of the Act and other applicable law, every Director and Officer of the Company shall be
indemnified by the Company against any liability incurred by him in his capacity as Director or Officer of the
Company including in relation to defending any proceedings, whether civil or criminal, in which judgment is given
in his favour or in which he is acquitted or in which relief is granted to him by the court or the tribunal. Provided,
however, that such indemnification shall not apply in respect of any cost or loss or expenses to the extent it is finally
436judicially determined to have resulted from the negligence, wilful misconduct or bad faith acts or omissions of such
Director or officer of the Company.
95. DIRECTOR’S ETC. NOT LIABLE FOR CERTAIN ACTS
Subject to the provisions of the Act, a Director, Manager, or other Officer of the company shall not be held liable
for the acts or defaults of any other Director, Manager, Officer, or employee. A Director, Manager, or other Officer
of the company shall not be liable for any loss or expenses incurred by the company unless such loss or expense is
a direct result of their negligence, willful default, misfeasance, or breach of trust.
96. INSPECTION BY SHAREHOLDERS
The register of charges, register of investments, register of shareholders, and the minutes of the shareholders'
meetings shall be kept at the company's office. These documents will be open for inspection by any shareholder
during business hours for a period of at least two hours each day, at no charge.
If a shareholder requests extracts of these documents, the company may charge a fee not exceeding Rupees ten per
page or the limit prescribed by the Act or other applicable law.
97. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
Subject to the provisions of the Act, including Section 13 and Section 14, the Articles of Association and the
Memorandum of Association of the company may be altered or amended by a special resolution passed by the
shareholders in a General Meeting.
98. SECRECY
No shareholder shall be entitled to inspect the company’s work without permission of the managing
Director/Directors or to require discovery of any information respectively any details of company’s trading or any
matter which is or may be in the nature of a trade secret, history of trade or secret process which may be related to
the conduct of the business of the company and which in the opinion of the managing Director/Directors will be
inexpedient in the interest of the shareholders of the company to communicate to the public.
99. DUTIES OF THE OFFICER TO OBSERVE SECRECY
Every Director, managing Directors, manager, Secretary, Auditor, Trustee, members of the committee, officer,
servant, agent, accountant or other persons employed in the business of the company shall, if so required by the
Director before entering upon his duties, or any time during his term of office, sign a declaration pledging himself
to observe secrecy relating to all transactions of the company and the state of accounts and in matters relating
thereto and shall by such declaration pledge himself not to reveal any of such matters which may come to his
knowledge in the discharge of his official duties except which are required so to do by the Directors or the Auditors,
or by resolution of the company in the general meeting or by a court of law and except so far as may be necessary
in order to comply with any of the provision of these Articles or Law. Nothing herein contained shall affect the
powers of the Central Government or any officer appointed by the government to require or to hold an investigation
into the company’s affair.
437SECTION 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 (not being contracts entered into in the ordinary course of business carried on by our Company which
are or may be deemed material will be attached to the copy of the Red Herring Prospectus which will be filed with
the RoC and will also be available on the website of the Company from the date of the Red Herring Prospectus
until the Bid/Offer Closing Date (except for such agreements executed after the Bid/Offer Closing Date). Copies
of the documents and contracts for inspection referred to hereunder, may be inspected at the Registered Office
between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid/Offer
Closing Date (except for such agreements executed after the Bid/Offer Closing Date).
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so, required in the interest of our Company or if required by the other parties, without reference to
the Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable
law.
A. Material Contracts for the Offer
1. Offer Agreement dated September 10, 2025 entered into between our Company, the Promoter Selling
Shareholders and the BRLM.
2. Registrar Agreement dated September 10, 2025 entered into between our Company, the Promoter Selling
Shareholders and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated [●] amongst our Company, the Promoter Selling
Shareholders, the Book Running Lead Manager, the Registrar to the Offer, Syndicate Member(s) and
Bankers to the Offer.
4. Share Escrow Agreement dated [●] entered into between our Company, the Promoter Selling
Shareholders and the Share Escrow Agent.
5. Syndicate Agreement dated [●] entered into amongst our Company, the Promoter Selling Shareholders,
the Book Running Lead Manager and the Syndicate Member.
6. Underwriting Agreement dated [●] entered into amongst our Company, the Promoter Selling
Shareholders and the Underwriters.
7. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring
Agency.
B. Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as
amended from time to time.
2. Certificate of incorporation dated December 22, 1998 issued by the Assistant Registrar of Companies,
N.C.T. of Delhi and Haryana.
3. Order dated February 7, 2023 passed by the Regional Director, Northern Region, New Delhi approving
the change in registered office of our Company from N.C.T. of Delhi to the state of Uttarakhand.
4. Fresh certificate of incorporation dated July 02, 2025 issued by the Registrar of Companies, Central
Processing Centre upon conversion of our Company from a private limited company into a public limited
company.
5. Resolution of the Board dated August 28, 2025 approving the Offer, and other related matters.
4386. Resolution of the Shareholders dated August 30, 2025 approving the Fresh Issue, and other related
matters.
7. Resolution of the Board dated September 10, 2025 taking on record and approving this Draft Red Herring
Prospectus.
8. Resolution dated September 2, 2025 passed by Audit Committee approving the key performance
indicators of our Company.
9. Certificate dated September 10, 2025, issued by M/s. Rajendar K. Kumar & Associate, Chartered
Accountants, certifying the key performance indicators of our Company.
10. Consent letter from the Promoter Selling Shareholders each dated August 28, 2025 in relation to the Offer
for Sale.
11. Written consent dated September 4, 2025 issued by F&S for inclusion of the report titled “Independent
Market Assessment of Global Pharma and CDMO Market” dated September 4, 2025 in this Draft Red
Herring Prospectus.
12. Industry report titled “Independent Market Assessment of Global Pharma and CDMO Market” dated
September 4, 2025 included in the relevant sections of this Draft Red Herring Prospectus.
13. Certificate on Basis for Offer Price issued by M/s. Rajendar K. Kumar & Associate, Chartered
Accountants dated September 10, 2025.
14. Written consent dated September 10, 2025 issued by the Statutory Auditor, namely, M/s.Rajendar K.
Kumar & Associate, Chartered Accountants, to include their name as an ‘expert’ as defined under Section
2(38) of the Companies Act, 2013.
15. Written consent dated July 29, 2025 from Mehta and Mehta, Company Secretaries, holding a valid peer
review certificate, to include their name in this Draft Red Herring Prospectus and be named as an “expert”
as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate dated June 21,
2025 issued by them in their capacity as an independent practicing company secretary to our Company
in connection with the Offer.
16. Written consent dated September 5, 2025 issued by Rajiv Kumar Gupta, Independent Chartered
Engineer, to include his name as an “expert” under Section 2(38) and other applicable provisions of the
Companies Act, 2013.
17. Written consent dated September 10, 2025 from Prateek Gupta & Company, Chartered Accountants,
independent chartered accountant, having firm registration number 016512C, and holding a valid peer
review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies
Act, 2013 read with the SEBI ICDR Regulations in this Draft Red Herring Prospectus, and as an “expert”
as defined under Section 2(38) of the Companies Act with respect to the information in certificates each
dated September 10, 2025.
18. The examination reports dated September 2, 2025 of the Statutory Auditor, on Restated Consolidated
Financial Statements.
19. Statement of Tax Benefits dated September 10, 2025 from the Statutory Auditor included in this Draft
Red Herring Prospectus.
20. Copies of the annual reports of our Company for the Fiscals 2024 and 2023.
21. Consent of the Promoters, the Promoter Selling Shareholders, Directors, the BRLM, Syndicate Member,
Legal Counsel to the Offer, Registrar to the Offer, Underwriters, Bankers to our Company, Bankers to
the Offer, Company Secretary and Compliance Officer, Chief Financial Officer and D&B as referred to
in their specific capacities.
43922. Tripartite Agreement dated June 25, 2025 entered into between our Company, NSDL and the Registrar
to the Offer.
23. Tripartite Agreement dated June 25, 2025 entered into between our Company, CDSL and the Registrar
to the Offer.
24. Due Diligence Certificate dated September 10, 2025 addressed to SEBI from the BRLM.
25. In principle listing approvals dated [●] issued by NSE and BSE.
26. SEBI final observation letter [●] dated [●].
440DECLARATION
I, Harsh Tiwari, as Chairman and Managing Director, under signed, hereby certify and declare that, all relevant
provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or
the regulations / guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be,
have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions
of the Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or
regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in
this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Harsh Tiwari
Chairman and Managing Director
DIN: 00161597
Place: Roorkee, Uttarakhand
Date: September 10, 2025
441DECLARATION
I, Niraj Kumar Shukla, as Whole-time Director, under signed, hereby certify and declare that, all relevant
provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or
the regulations / guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be,
have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions
of the Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or
regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in
this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Niraj Kumar Shukla
Whole-time Director
DIN: 06798807
Place: Roorkee, Uttarakhand
Date: September 10, 2025
442DECLARATION
I, Ram Nivas Gupta, as Whole-time Director, under signed, hereby certify and declare that, all relevant provisions
of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the
regulations / guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be, have
been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of
the Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations
/ guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Draft
Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Ram Nivas Gupta
Whole-time Director
DIN: 08660402
Place: Roorkee, Uttarakhand
Date: September 10, 2025
443DECLARATION
I, Ashoka Kumar Singh, as Independent Director, under signed, hereby certify and declare that, all relevant
provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or
the regulations / guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be,
have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions
of the Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or
regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in
this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Ashoka Kumar Singh
Independent Director
DIN: 11103922
Place: Roorkee, Uttarakhand
Date: September 10, 2025
444DECLARATION
I, Dinesh Chandra Pandey, as Independent Director, under signed, hereby certify and declare that, all relevant
provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or
the regulations / guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be,
have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions
of the Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or
regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in
this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Dinesh Chandra Pandey
Independent Director
DIN: 02114434
Place: Roorkee, Uttarakhand
Date: September 10, 2025
445DECLARATION
I, Rekha Pant, as Independent Director, under signed, hereby certify and declare that, all relevant provisions of
the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations
/ guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be, have been
complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the
Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations /
guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Draft
Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Rekha Pant
Independent Director
DIN: 11243962
Place: Roorkee, Uttarakhand
Date: September 10, 2025
446DECLARATION
I, Naveen Bist, as Chief Financial Officer, under signed, hereby certify and declare that, all relevant provisions of
the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations
/ guidelines issued by SEBI, the Securities Contracts (Regulation) Act, 1956 as the case may be, have been
complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the
Companies Act, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations /
guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Draft
Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Sd/-
_______________________
Naveen Bist
Chief Financial Officer
Place: Roorkee, Uttarakhand
Date: September 10, 2025
447DECLARATION BY THE PROMOTER SELLING SHAREHOLDER
I, Harsh Tiwari, in my capacity as a Promoter Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings made or confirmed by me in this Draft Red Herring Prospectus in relation to me, as
the Promoter Selling Shareholder and my respective portion of the Offered Shares, are true and correct. I assume
no responsibility as a Promoter Selling Shareholder, for any other statements, disclosures and undertakings
including, any of the statements and undertakings made or confirmed by or relating to the Company, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY
Sd/-
_______________________
Name: Harsh Tiwari
Place: Roorkee, Uttarakhand
Date: September 10, 2025
448DECLARATION BY THE PROMOTER SELLING SHAREHOLDER
I, Vandana Tiwari, in my capacity as a Promoter Selling Shareholder, hereby confirm and declare that all
statements, disclosures and undertakings made or confirmed by me in this Draft Red Herring Prospectus in relation
to me, as the Promoter Selling Shareholder and my respective portion of the Offered Shares, are true and correct.
I assume no responsibility as a Promoter Selling Shareholder, for any other statements, disclosures and
undertakings including, any of the statements and undertakings made or confirmed by or relating to the Company,
or any other person(s) in this Draft Red Herring Prospectus.
SIGNED BY
Sd/-
_______________________
Name: Vandana Tiwari
Place: Roorkee, Uttarakhand
Date: September 10, 2025
449